Pepcap Ventures Inc.
TSX VENTURE : WAV.P

September 29, 2014 12:21 ET

Pepcap Ventures Inc. Announces Update to Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - Sept. 29, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Pepcap Ventures Inc. (TSX VENTURE:WAV.P) (the "Corporation" or "Pepcap"), is pleased to announce that it remains committed to advancing the closure of its Qualifying Transaction with the intended target, Asia Mining Management, B.V.

Further to the previously announced Letter of Intent ("LOI") announced July 11, 2013, the Corporation continues to work on completion of its Qualifying Transaction. The Corporation is also 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 National Instrument 43-101 report (a "Technical Report"). For further clarification and subject to Exchange acceptance, the expected initial purchase price has been reduced from approximately $4,170,000 to $2,856,000, payable in common shares of Pepcap with certain common shares being subject to escrow within 36 months until completion of a work program and an aggregate value of not less than $3,300,000 being established within 36 months in a subsequent Technical Report, subject to a performance adjustment.

Management believes that they will be in position to secure a sponsor for a concurrent financing and announce their Definitive Agreement shortly.

The Corporation expects to provide additional information within the next 30 days.

Trading in Pepcap's common shares on the TSX Venture Exchange is halted and will remain halted until the transaction has been completed or the letter agreement is terminated.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Name Change, the Consolidation, and the Continuance of the Corporation. 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 and associated transactions and that they 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.

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

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Investors are cautioned that, except as disclosed in the management information circular, filing statement or other continuous disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

Contact Information

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