Lander Energy Corporation
TSX VENTURE : LAE.H

March 14, 2011 17:35 ET

Lander Energy Corporation Closes Private Placement

TORONTO, ONTARIO--(Marketwire - March 14, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

LANDER ENERGY CORPORATION ("Lander" or the "Corporation") (TSX VENTURE:LAE.H) is pleased to announce that it has closed its previously announced private placement. Lander issued an aggregate of 732,183 common shares of the Corporation ("Common Shares") at a price of $0.35 per Common Share for gross proceeds of $256,264.

Macquarie Private Wealth Inc. ("Macquarie") acted as agent in connection with the private placement on a commercially reasonable efforts basis. As consideration for Macquarie's services, Macquarie received a cash commission of 8% of the gross proceeds raised in the private placement.

The net proceeds from the private placement will be used for general working capital and for the expenses related to a proposed transaction (the "Transaction") whereby Lander will acquire all of the issued and outstanding shares of Valentus Medical Technologies Inc. Lander intends for the Transaction to serve as its "qualifying transaction" under the policies of the TSX Venture Exchange. The Common Shares acquired by placees are subject to a hold period until July 15, 2011 in accordance with applicable securities legislation.

The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

This press release contains statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, statements regarding: the Transaction, the completion of the Transaction and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Lander and described in the forward-looking information contained in this press release. Undue reliance should not be placed on forward-looking information. The material risk factors include, but are not limited to: failure to complete the Transaction, failure to realize anticipated synergies, the possibility that government policies, rules, regulations or laws may change or governmental, exchange or other necessary approvals may be delayed or withheld and Lander's ability to implement its business strategy. Readers are cautioned that the foregoing list of risk factors is not exhaustive.

The completion of the Transaction is subject to a number of conditions including, but not limited to, the parties' completion of satisfactory due diligence, TSX Venture Exchange acceptance and the receipt of applicable regulatory approvals and that all of the shareholders of Valentus Medical Technologies Inc. will have tendered all of their shares of Valentus Medical Technologies Inc. to Lander. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Lander Energy Corporation
    David Wood
    Director, President and CEO
    (604) 720-7307