Pepcap Ventures Inc.
TSX VENTURE : WAV.P

May 07, 2014 13:48 ET

Pepcap Ventures Inc. Announces Results of Its Annual and Special Meeting of Shareholders

CALGARY, ALBERTA--(Marketwired - May 7, 2014) -

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Pepcap Ventures Inc. (TSX VENTURE:WAV.P) (the "Corporation" or "Pepcap"), a "capital pool company", as such term is defined in the policies of the TSX Venture Exchange ("Exchange"), is pleased to announce that it held its Annual and Special Meeting (the "Meeting") of Pepcap shareholders ("Shareholders") in Calgary, Alberta on April 11, 2012, at which the Shareholders overwhelmingly approved all of the resolutions that were outlined in the Corporation's Management Information Circular dated March 28, 2014 ("Information Circular"), available on the Corporation's SEDAR profile at www.sedar.com.

At the Meeting, each of the five nominees proposed to be elected to the board of directors of Pepcap (the "Board") and listed in the Information Circular were elected as directors. The Shareholders also passed an ordinary resolution at the Meeting approving the stock option plan of the Corporation ("Option Plan"). The Option Plan was originally adopted by the Board on May 2, 2012, and provides the Board with the discretion to grant to directors, officers, employees and consultants to the Corporation, non-transferable options to purchase common shares of Pepcap ("Common Shares"), provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares. Pepcap granted 574,000 incentive stock options to its directors and officers on February 20, 2013, which are exercisable within ten years from the date of the grant at an exercise price of $0.10 per Common Share. The Corporation currently has no Common Shares remaining available for future issuance under the Option Plan.

The Shareholders also approved special resolutions (being resolutions passed by not less than two-thirds (2/3) of the votes cast by the Shareholders who voted in person or by proxy at the Meeting) to: (i) change the name of the Corporation to "Pepcap Resources, Inc.", or to such other name as the Board determines is appropriate (the "Name Change"); (ii) consolidate the issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for up to every five (5) pre-consolidation Common Shares, or at any final ratio as the Board, at any time within one (1) year from the date of the resolution, determines to be appropriate (the "Consolidation"); and (iii) to approve the continuance of the Corporation under the Business Corporations Act (British Columbia) from under the Business Corporations Act (Alberta) (the "Continuance"). The Name Change, the Consolidation, and the Continuance are subject to the Corporation receiving any Exchange, regulatory, Board or other approvals that may be required, and the Corporation will issue a press release announcing further details when such changes are implemented by the Board.

Further to the previously announced letter of intent dated July 9, 2013, between JMC Corporation Ltd HK. and Pepcap, as announced by press release on July 11, 2013, the Corporation continues to work on completion of its "Qualifying Transaction", as such term is defined in the policies of the Exchange. The Corporation is pleased to announce the terms of the prior agreement have been modified to reflect the current investment climate, and values reflected and substantiated by the completion of a technical report prepared in compliance with the requirements under National Instrument 43-101 Standards of Disclosure for Mineral Projects.

The Corporation expects to provide additional information in due course.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Qualifying Transaction, the Name Change, the Consolidation, the Continuance of the Corporation, and associated transactions . Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Name Change, the Consolidation, the Continuance and associated transactions and that the Qualifying Transaction, the Name Change, the Consolidation, the Continuance, and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

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

Contact Information

  • Pepcap Ventures Inc.
    Clark Swanson
    (403) 451-0327