CALGARY, ALBERTA--(Marketwire - Feb. 20, 2013) -
This news release does not constitute an offer to sell or a solicitation of any offer to buy the common shares in the United States. The common shares have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption for the registration requirements of such Act.
Pepcap Ventures Inc. ("Pepcap" or the "Corporation") (TSX VENTURE:WAV.P) is pleased to announce that it has successfully completed its initial public offering ("Offering") raising gross proceeds of $254,000 pursuant to a prospectus dated November 23, 2012. An aggregate of 2,540,000 Common shares in the capital of the Corporation (the "Shares") were subscribed for at a price of $0.10 per Share. The Corporation has received conditional listing approval from the TSX Venture Exchange (the "Exchange") for its Shares and expects that trading will commence on February 20, 2013 under the stock symbol WAV.P, but the Shares will be immediately halted pending receipt by the Exchange of satisfactory documentation.
Macquarie Private Wealth Inc. with its selling group (the "Agent") acted as the agent for the Offering. The Agent received a cash commission equal to 10% of the gross proceeds of the Offering and an option to purchase 254,000 Shares at a price of $0.10 per Share for a period of 24 months from the date of listing of the Shares on the Exchange. The Agent also received a corporate finance fee.
Upon closing of the Offering, Pepcap granted 574,000 incentive stock options to its directors and officers which are exercisable within ten years from the date of the grant at an exercise price of $0.10 per Share. As a result of the closing of its initial public offering, Pepcap now has 5,740,000 Shares issued and outstanding (3,216,000 of which are subject to escrow restrictions).
About the Corporation
Pepcap is a capital pool company ("CPC") within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The board of directors of Pepcap consists of Clark Swanson, Gary Swanson, Richard King, Claus Andrup and Victor Dusik. The officers of the Corporation is Clark Swanson. Except as specifically contemplated in the Exchange CPC policy, until the completion of its Qualifying Transaction, the Corporation will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Forward Looking Information
This news release contains statements about Pepcap's expectations regarding the completion of the application for listing and the commencement of trading on the Exchange that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as final listing approval from the Exchange. Although Pepcap believes that the expectations reflected in these forward-looking statements are reasonable as Pepcap assumes it will be able to fulfill the terms of the conditional listing approval granted by the Exchange, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to fulfill conditions of listing and inability to obtain required regulatory approvals. The forward-looking statements contained in this press release are made as of the date hereof, and Pepcap undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
Neither 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 news release.