Pro-Trans Ventures Inc.

Pro-Trans Ventures Inc.

May 21, 2014 15:36 ET

Pro-Trans Announces Receipt of Notice of Default from Convertible Debenture Holder and Resignation of Director

CALGARY, ALBERTA--(Marketwired - May 21, 2014) -


Pro-Trans Ventures Inc. (the "Company") (TSX VENTURE:PVI) announces that it received a notice of default (the "Default Notice") from the lender (the "Lender") under the Company's $5,000,000 secured convertible debenture loan (the "Debenture") as a result of the Company's failure to make its interest payments under the Debenture since December 2013. Accordingly, the Lender gave notice that, unless the default is cured within 60 days, the principal, interest and all other monies and obligations owing under the Debenture are due and payable and the Lender will enforce its security, which consists of a pledge of all of the shares in the Company's only operating subsidiary, Maple Leaf Loading Ltd. ("Maple Leaf").

Based on the Company's current financial position and the financial position of Maple Leaf, the Company has concluded that it will not be possible for the Company to cure the default within the 60 day period and as such the board of directors of the Company (the "Board") has determined to co-operate with the Lender in the enforcement of its security and to provide for an orderly transition of management and operations of Maple Leaf. Upon foreclosure of the all of the shares of Maple Leaf pursuant to the exercise of the Lender's security, the Company will no longer have any operations.

Mr. Martin Carsky, the President and Chief Executive Officer of the Company stated that, "The Company has not able to meet interest payments due under its convertible debenture loan since the beginning of 2014 and was unable to obtain forbearance from its Lender. As we advised our shareholders in the Company's annual financial statements and MD&A for the year ended December 31, 2013, the ongoing depressed market conditions with respect to metallurgical coal, extraordinary repair and maintenance costs and decreased hauling requirements of the Company's customers have extracted a significant toll on the business. In addition, the decision of Walter Energy, Inc., Maple Leaf's largest customer, to idle its Canadian operations has made it impossible for the Company to continue to operate in the current form."

Concurrently with the delivery of the Default Notice, Mr. Les Dube, who is a control person of the Lender, resigned from the board of directors of the Company. It is expected that the remaining members of the Board and management of the Company will continue to assist with the orderly transition to the Lender and to seek any alternatives available to the Company.


This press release contains certain statements or disclosures relating to Pro-Trans that are based on the expectations of Pro-Trans as well as assumptions made by and information currently available to Pro-Trans which may constitute forward-looking information under applicable securities laws. In particular, this press release contains forward-looking information related to the ability of the Company to cure the default in the payment of interest under the Debenture, the timing of the exercise of the Lender's security and the Company's future alternatives. Such forward looking information involves material assumptions and known and unknown risks and uncertainties, certain of which are beyond the Company's control. Many factors could cause the performance or achievement by the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking information including, but not limited to the decisions of the Lender with respect to its security, Maple Leaf's operational results and potential access to financing for the Company. the Company disclaims any intention or obligation to publicly update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

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.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

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