Lander Energy Corporation
TSX VENTURE : LAE.H

March 17, 2011 10:16 ET

Lander Energy Corporation Completes Private Placement and Provides Advance to Valentus in Connection With its Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - March 17, 2011) - LANDER ENERGY CORPORATION ("Lander" or the "Corporation") (TSX VENTURE:LAE.H) has closed its previously announced private placement 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. Lander will, subject to the approval of the TSX Venture Exchange, advance $128,132 (the "Loan"), being 50% of the gross amount raised in the private placement, to Valentus Medical Technologies Inc. ("Valentus") in accordance with the terms of a Share Exchange Agreement dated November 25, 2010, as amended, between, inter alios, Lander and Valentus. The Loan will be used to fund Valentus' operating requirements prior to closing of a proposed qualifying transaction ("Transaction") with Valentus whereby Lander will acquire all of the issued and outstanding shares of Valentus (see Lander's press release dated November 26, 2010). The Loan will bear interest at a rate of five (5%) percent per annum and will be unsecured. The Loan will be repayable on the date that is the earlier of (i) November 25, 2011; or (ii) the completion of the Transaction.

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. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

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