Podium Capital Corporation

May 08, 2009 20:28 ET

Podium Capital Corporation Announces Filing of Filing Statement and Private Placement

TORONTO, ONTARIO--(Marketwire - May 8, 2009) - Podium Capital Corporation (TSX VENTURE:POD.P) ("Podium") and 3542114 Canada Inc., carrying on business as "CRS Electronics" ("CRS"), are pleased to announce the filing on SEDAR of the filing statement (the "Filing Statement") in respect of the previously announced share exchange transaction between Podium and the shareholders of CRS (the "CRS Shareholders"), which transaction is expected to constitute Podium's Qualifying Transaction as defined in and pursuant to the policies of the TSX Venture Exchange (the "Exchange").

Subject to final Exchange approval, the Qualifying Transaction is expected to close on or about May 20, 2009 (the "Closing"). Immediately after the Closing, (i) CRS will be a direct, wholly-owned subsidiary of Podium, and (ii) the CRS Shareholders will collectively exercise control over Podium.

The Exchange has conditionally approved Podium's proposed Qualifying Transaction and the listing of the common shares of Podium on Tier 2 of the Exchange. Final Exchange approval is subject to satisfaction of all conditions on or prior to June 26, 2009.

Please refer to the Filing Statement for further information about Podium and CRS and for further details respecting the proposed Qualifying Transaction. A copy of the Filing Statement is available on SEDAR at www.sedar.com under Podium's profile.

Podium and CRS also wish to announce a proposed non-brokered private placement of up to 550,000 common shares of Podium at a price of $0.30 per share for gross proceeds of up to $165,000, to be completed, subject to regulatory approval, immediately after the Closing. The proceeds of the private placement will be used for general working capital purposes of Podium. The common shares of Podium issuable pursuant to the private placement will be subject to a hold period expiring four months and one day after the closing date of the private placement.

Certain statements contained in this news release constitute forward-looking information, future oriented financial information, or financial outlooks (collectively "forward-looking information") within the meaning of Canadian securities laws. Forward-looking information may relate to this news release and other matters identified in Podium's public filings, Podium's future outlook and anticipated events or results and can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to capital and operating expenditures, economic conditions, availability of markets for products, availability to develop and manufacture products, availability of sufficient financing, receipt of approvals, satisfaction of escrow requirements, satisfaction of closing conditions, obtaining debt financing for capital expenditures, and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner, those disclosed in any other Podium filings, and include the ultimate availability and final receipt of required approvals, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, access to capital markets and other sources of financing and associated cost of funds, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime and the ultimate ability execute its business plan on economically favorable terms. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other Podium filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by law, Podium does not intend, and undertakes no obligation to update any forward looking information to reflect, among other things, new information or future events.

Completion of the proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the proposed Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the proposed Qualifying 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.

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

Contact Information

  • Podium Capital Corporation
    Kevin Reed
    President and Chief Executive Officer
    (416) 361 0930
    3542114 Canada Inc. (operating as CRS Electronics)
    Scott Riesebosch
    President and Chairman
    (905) 788 9039