Portola Resources Inc.

November 27, 2013 09:34 ET

Portola Resources Inc. Announces Proposed Change of Business to an Investment Company

TORONTO, ONTARIO--(Marketwired - Nov. 27, 2013) - Portola Resources Inc. (TSX VENTURE:PZ) (the "Corporation" or "Portola") announces that the Board of Directors of the Corporation has agreed to a Change of Business from that of a Mining Issuer to an Investment Issuer, subject to TSXV policy requirements and all requisite shareholder and other approvals.

In connection with its Change of Business, the Corporation will be submitting an application to the TSXV and will be seeking shareholder approval.

As at October 31, 2013, the Corporation had current assets of $576,000 (unaudited) and current liabilities of $15,000 (unaudited) for working capital of approximately $551,000. As such, the Corporation has sufficient working capital to fund its current business activities. However, the Corporation intends to raise additional funds, by way of a credit facility and/or equity raisings, to finance its proposed new operations.

Description of New Business

Portola has proposed to become an investor in mainly private companies in return for a preferred distribution, based on a top-line financial metric, such as revenues. Investments will be structured to achieve an attractive target return, largely derived from current yield. Our capital will offer companies an attractive alternative to the traditional means of raising capital through debt, private equity, or public offerings.

Portola will target to payout a substantial portion of its free cash flow to its shareholders in order to create yield rich common shares that will provide investors with significant, secure and growing dividends.

Proposed New Directors

Portola's proposed new board of directors will include Philip Armstrong, to be appointed Chairman, and Mark Wayne.

Philip Armstrong was the founder and CEO of Jovian Capital Corporation which was sold to Industrial Alliance Insurance and Financial Services Inc. in October 2013. Prior to Jovian Capital, Mr. Armstrong was a founding partner of Altamira Investment Services Inc. and was Altamira's CEO. Altarmira was sold to National Bank in 2002. He has served as Chairman of the Investment Funds Institute of Canada and The Mutual Fund Dealer's Association. In addition, he serves on the board of the Ireland Fund of Canada. Mr. Armstrong holds a Bachelor of Arts degree in Law, with honors, from the School of Law at Manchester Metropolitan University.

Mark Wayne has over 20 years of experience in corporate finance and the investment industry. Mr. Wayne has played an instrumental role in raising funds for a broad array of junior and start-up companies operating in various industries including oil and gas, mining and technology. Based in Calgary, he is currently Vice President of MGI Securities Inc., Chair of Alamos Gold Inc. and is a director of several other public companies. Prior to entering the investment industry, Mr. Wayne practised securities and corporate law with Bennett Jones in Calgary. He holds an LL.B. from the University of Toronto and is a Chartered Financial Analyst.

Management Team

Portola's proposed initial management team will consist of Michael Denny, President and CEO and Duriya Patel, General Counsel and Secretary.

Mr. Denny has over 20 years of experience as an investment banker to growth companies advising them on equity and debt placements, and strategic acquisitions and divestitures. Prior to joining Portola he was a senior investment banker with Mackie Research Capital Corporation, Westwind Partners, and Yorkton Securities Inc. Mr. Denny holds an MBA from the Richard Ivey School of Business at the University of Western Ontario and a Bachelor of Arts degree from York University.

Ms. Patel will be responsible for all the legal and regulatory affairs of the company. Ms. Patel has 23 years of legal experience and comes to Portola from Jovian Capital Corporation, a TSX listed company which created, acquired and grew financial services companies, and which was recently acquired by Industrial Alliance. Prior to joining Jovian, Ms. Patel was in private practice, where she gained extensive experience as corporate counsel to a wide variety of companies. Ms. Patel holds a Bachelor of Science and a Bachelor of Law, both from the University of Toronto and is called to the bars in Ontario and New York.


The Corporation intends to apply to the TSXV for an exemption from sponsorship requirements. There is no assurance that such exemption will be granted.

Reinstatement to Trading

The common shares of the Corporation will remain halted pending receipt by the TSXV of certain required materials from the Corporation.

About the Corporation

The Corporation is incorporated under the Business Corporations Act (B.C.) and has relocated its business office to Toronto, Ontario. The Corporation currently operates as a junior mining exploration company, whose common shares are listed for trading on the TSXV. After completion of the proposed Change of Business, the Corporation will be classified as an Investment Issuer under the policies of the TSXV.


Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, and, disinterested shareholder approval. The transaction cannot proceed until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared by the Corporation in connection with the proposed change of business (the "transaction"), any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The forward-looking statements contained in this press release are made as of the date of this press release, and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Neither the 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 release.

Contact Information

  • Portola Resources Inc.
    Michael Denny
    President and CEO

    Portola Resources Inc.
    Scotia Plaza
    40 King Street West
    Toronto, ON M5H 3Y2