Panda Capital Inc.
TSX VENTURE : PDA.H

Panda Capital Inc.

August 31, 2011 09:43 ET

Panda Capital Inc. Announces Receipt of Conditional Listing Approval

TORONTO, ONTARIO--(Marketwire - Aug. 31, 2011) - Panda Capital Inc. (TSX VENTURE:PDA.H) (the "Corporation")is pleased to announce that the TSX Venture Exchange (the "TSX-V") has accepted for filing its information circular (the "Circular") and has provided conditional approval of the Corporation's Qualifying Transaction (as such term is defined in policy 2.4 of the TSX-V) with Continental Mining and Smelting Limited ("Continental").

The Corporation is proposing to acquire all of the issued and outstanding common shares of Continental by way of a "three-cornered" amalgamation in which a wholly-owned subsidiary of the Corporation will amalgamate with Continental to form an entity (the "Resulting Issuer") that will continue as Continental Mining and Smelting Ltd. or such other name as Continental shall determine.

In connection with the Qualifying Transaction, the Corporation is proposing to consolidate its outstanding share capital on the basis of one new common share for each two existing common shares of the Corporation. There are currently 3,300,000 common shares of the Corporation issued and outstanding.

An annual and special meeting of the shareholders of the Corporation has been called and will be held on Wednesday, September 21, 2011. Proxy materials, including the Circular describing details of the Qualifying Transaction, will be mailed to the shareholders of record of the Corporation and has been filed on www.sedar.com.

It is anticipated that upon completion of the Proposed Transaction, the Resulting Issuer will meet the Tier 1 listing requirements of the TSX-V for a mining issuer.

Closing of the Qualifying Transaction is expected to occur on or about September 30, 2011. The closing of the Qualifying Transaction remains subject to final approval from the TSX-V.

This press release contains certain forward-looking statements about the Corporation's future plans and intentions. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect Management's current beliefs and are based on information currently available to management as at the date hereof. Forward-looking statements included or incorporated by reference in this press release include statements with respect to closing of the Qualifying Transaction.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Circular in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.

The TSX-V has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Panda Capital Inc.
    Robert Munro
    Chief Financial Officer
    (888) 448-4946
    contact@tccg.ca

    Continental Mining and Smelting Limited
    James Macintosh
    President and Chief Executive Officer
    (416) 862-7003
    jm@contlmas.com