JJR Capital Ventures Inc.

July 04, 2005 19:36 ET

JJR Capital Ventures Inc. Announces Closing of Qualifying Transaction

TORONTO, ONTARIO--(CCNMatthews - July 4, 2005) - JJR Capital Ventures Inc. (TSX VENTURE:JJR.P) (the "Corporation" or "JJR") is pleased to announce that the Corporation has completed the acquisition (the "Acquisition") of all of the issued and outstanding shares of Tonbridge Power Corporation ("Tonbridge Power"). The Acquisition represents the Corporation's "Qualifying Transaction" (as such term is defined in the policies of the TSX Venture Exchange), as previously announced by press release on February 25, 2005 and June 21, 2005.

Pursuant to the terms of an amalgamation agreement dated June 14, 2005 (the "Amalgamation Agreement") among the Corporation, 2074257 Ontario Inc. (a wholly owned subsidiary of the Corporation) ("Newco") and Tonbridge Power, Tonbridge Power and Newco amalgamated and continued as "TPC Inc." ("TPC"). Pursuant to the terms of the Amalgamation Agreement, to effect the Acquisition, JJR issued an aggregate of 112,619,046 common shares of the Corporation ("JJR Shares") at a deemed price per $0.175 per JJR Share as follows: (i) a total of 78,333,332 JJR Shares were issued to the former Tonbridge Power shareholders; and (ii) a total of 34,285,714 JJR Shares were issued to the former holders of Tonbridge Power subscription receipts (the "Subscription Receipts"). The Subscription Receipts were issued in connection with a $6,000,000 private placement by Tonbridge Power. TPC is now a wholly-owned subsidiary of JJR.

Pursuant to the policies of the Exchange, an aggregate of 75,127,876 JJR Shares issued pursuant to the Acquisition are being held in escrow pursuant to an escrow agreement dated June 29, 2005.

The Corporation now has 122,644,046 Common Shares issued and outstanding. In addition, the Corporation has granted stock options exercisable for an aggregate of up to 3,852,880 common shares at an exercise price of $0.175 under its stock option plan to Tonbridge Corporation as well as to directors and/or officers of JJR and Tonbridge Power.

TPC, in conjunction with and Montana Alberta Tie Limited (a 65% controlled subsidiary of TPC), is developing a privately funded, two-way 300MW "merchant" transmission line between Lethbridge, Alberta and Great Falls, Montana (the "Project"). For further information regarding the Project, please refer to the Filing Statement of JJR dated June 17, 2005 and the press release of JJR dated June 21, 2005, available on SEDAR at www.sedar.com.

In connection with the Acquisition, Ronald D. Schmeichel resigned as an officer and director of the Corporation and Scott A. Dick resigned as a director of the Corporation. Johan van't Hof, Robert van Beers and Robert Fung were appointed as directors of the Corporation. The current directors of the Corporation are Johan van't Hof, Robert van Beers, Robert Fung and Michael R. Rempel.

The TSX Venture Exchange conditionally approved the Acquisition as the Corporation's "Qualifying Transaction" on June 20, 2005. Final approval of the Exchange was subject to the Corporation fulfilling all of the requirements of the Exchange on or before July 29, 2005. Trading of the JJR Shares is expected to resume on July 6, 2005. With the commencement of trading, JJR Shares will trade under the symbol "JJR". JJR Shares are currently listed under the symbol "JJR.P".

The TSX Venture Exchange does not accept responsibility for the accuracy or adequacy of this release.

Contact Information

  • JJR Capital Ventures Inc.
    Johan van't Hof
    President and Chief Executive Officer
    (416) 850-2150