Penfold Capital Acquisition IV Corporation

May 09, 2013 16:00 ET

Penfold Capital Acquisition IV Corporation Announces Receipt of TSX Venture Exchange Final Approval for Its Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - May 9, 2013) - Penfold Capital Acquisition IV Corporation (the "Company") is pleased to announce that it has received final TSX Venture Exchange ("TSXV") approval and therefore has closed its qualifying transaction (the "Qualifying Transaction") with SLM Logistics Corporation ("SLM"), as further described in the Company's Filing Statement dated April 25, 2013 (the "Filing Statement"), pursuant to which the Company acquired all of the issued and outstanding securities of SLM. SLM is a private company incorporated in Ontario that is dedicated to managing consumer and retail store returns and defective and problematic electronics to product end of life management.

The common shares of the Company will commence trading on the TSXV under the symbol "SEL" at the open of markets on May 13, 2013. The Company intends on calling a shareholders' meeting no later than six months from closing of the Qualifying Transaction to change the name of the company to SLM Logistics Corporation.

Upon completion of the Qualifying Transaction the Company now has the following securities issued and outstanding:

Shares issued and outstanding: 46,074,745
Warrants issued and outstanding: 4,395,291
Options issued and outstanding: 1,260,000
Fully diluted: 51,730,036

For full disclosure regarding the Qualifying Transaction and the business of the Company, please refer to the Filing Statement, a copy of which can be accessed through the Company's profile on SEDAR (www.sedar.com).

The Financings and Debt Conversions

Concurrent with the completion of the Qualifying Transaction, SLM closed a private placement of 2,278,636 units ("Units") at an issue price of $0.11 each for gross proceeds of $250,650 (the "Financing"). Each Unit consists of one common share of SLM ("SLM Share") and one half of one common share purchase warrant ("SLM Warrants") entitling the holder thereof to acquire one SLM Share at an exercise price of $0.15 per SLM Share for a period of 2 years from the completion of the Qualifying Transaction.

In addition, immediately prior to the closing of the Qualifying Transaction, SLM issued (i) 5,511,945 Units pursuant to a debt conversion agreement with Vito Buffone at a deemed price of $0.11 per Unit (the "Debt Conversion"); (ii) 1,000,000 SLM Shares and 500,000 SLM Warrants pursuant to the conversion of the SLM Series A Debentures (the "SLM Series A Debenture Conversion"); and (iii) an aggregate of 684,164 SLM Shares pursuant to a debt conversion agreement with BlackBirch Capital Inc. dated January 25, 2012 (the "BlackBirch Debt Conversion"), consisting of 616,364 SLM Shares at a deemed price of $0.11 per SLM Share and 67,800 SLM Shares at a deemed price of $0.25 per SLM Share.

The Qualifying Transaction

Pursuant to the terms of the share exchange agreement between the Company, SLM and certain shareholders of SLM dated July 3, 2012, the Company received one Penfold common share ("Penfold Shares") in exchange for each SLM Share issued pursuant to the Financing, the SLM Debt Conversion, the SLM Series A Debenture Conversion and the BlackBirch Debt Conversion. Further, 24,000,000 Penfold Shares were exchanged for the 70 outstanding SLM Shares.

In accordance with the policies of the TSXV, a total of 29,511,945 Penfold Shares are subject to a Tier 2 surplus security escrow agreement (the "Escrow Agreement"). The Escrow Agreement provides for staged releases over a period of three (3) years.

As further disclosed in the Filing Statement, in conjunction with the closing of the Qualifying Transaction, the following individuals have been appointed as the directors and officers of the Corporation:

Name Position(s)
Vito Buffone CEO and Director
Gary Clifford Director
Don Hathaway Director
Leslie Markow Chief Financial Officer
Henry Tse Director
Jay Vieira Corporate Secretary

About Penfold Capital Acquisition IV Corporation

The Company, through its wholly owned subsidiary SLM, is dedicated to managing consumer and retail store returns and defective and problematic electronics to product end of life management. The Company provides accountable management of returns from receiving to end of life with quality assurance testing, factory servicing of returns, resale of returns through non traditional channels and recycling of non saleable product to support a closed-loop, first-tier distribution. The Company is unique in that it is able to fully recycle the non saleable returns it receives, thereby allowing customers' return to have a very low environmental impact. The Company has had an independent Waste Audit Report completed which shows that the Company is able to achieve a waste diversion rate of 98.61%. This means that companies working with the Company's processes are able to divert 98.61% of their product from landfill sites. The Company is currently working on rolling out this product offering to a number of retailers to allow them to better capture the environmentally conscious consumer. The Company currently operates only in Ontario.

FORWARD-LOOKING STATEMENTS

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

This press release contains forward-looking information within the meaning of Canadian securities laws. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the state of the financial markets for the Company's securities; the state of the resulting issuer's industry in the event the Qualifying Transaction is completed; recent market volatility; the Company's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time. The Company expressly disclaims any obligation to update any forward-looking statements except as may be required by law.

The TSXV 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 the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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