Pro-Trans Ventures Inc.

Pro-Trans Ventures Inc.

December 19, 2013 18:51 ET

Pro-Trans Ventures Inc. Announces Closing of Private Placement Offering

CALGARY, ALBERTA--(Marketwired - Dec. 19, 2013) - Pro-Trans Ventures Inc. (the "Corporation") (TSX VENTURE:PVI) is pleased to announce that it has successfully completed its previously announced non-brokered private placement offering of 13,333,333 common shares in the capital of the Corporation ("Common Shares") at a purchase price of $0.06 per Common Share for aggregate gross proceeds of $800,000 (the "Offering"). The Corporation intends to use the net proceeds from the Offering for the repayment of a $500,000 bridge loan from a director of the Corporation and for general working capital requirements.

The Common Shares issued pursuant to the Offering are subject to a statutory hold period until April 20, 2014. The Private Placement is subject to final approval by the TSX Venture Exchange (the "Exchange"). Current insiders of the Corporation participated in the Offering and purchased an aggregate of 7,899,331 Common Shares pursuant to the Offering. The Corporation has determined that it is exempt from the formal valuation and minority approval requirements of Multilaterial Instrument 61-101 - Protection of Minority Security Holders in Special Transactions as the fair market value of the subject matter is not more than 25% of the Corporation's market capitalization.

Forward-Looking Information

This news release contains statements that, to the extent that they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation. Wherever possible, words such as "may", ''would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavour" and similar expressions have been used to identify these forward-looking statements. These statements reflect Management's current beliefs based on its experience and expertise with respect to future events and are based on information currently available to Management. Management uses forward-looking statements because it believes they provide useful information with respect to the Corporation, and cautions readers that the information may not be appropriate for other purposes and should not be read as guarantees of future performance or results. In particular, this news release contains forward-looking statements pertaining to the following: the use of proceeds of the Offering and the receipt of final Exchange approval of the Offering.

Although the Corporation believes that the expectations reflected by the forward-looking statements in this release, these forward-looking statements have been based on assumptions and factors concerning future events that may prove to be inaccurate. Those assumptions and factors are based on information currently available to the Corporation about itself and the businesses in which it operates. The material factors and assumptions used to develop the forward-looking statements include but are not limited to: that the Corporation will obtain all necessary regulatory approvals for the Offering and that the board of directors will not determine that it is in the best interests of the Corporation to change the intended use of proceeds. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the failure to obtain the required approvals for the Offering in a timely fashion or at all, general economic conditions and market risks relating to the Corporation's business. The Corporation cautions the reader that the above list of risk factors is not exhaustive.

The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news 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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