Pro-Trans Ventures Inc.

August 29, 2011 17:43 ET

Pro-Trans Ventures Inc. Announces Conditional Acceptance of Acquisition and Filing of Filing Statement

CALGARY, ALBERTA--(Marketwire - Aug. 29, 2011) -


Pro-Trans Ventures Inc. (TSX VENTURE:PVI) (the "Corporation") is pleased to announce that the TSX Venture Exchange (the "TSX-V") has conditionally accepted the previously announced proposed acquisition (the "Acquisition") by the Corporation of all of the issued and outstanding securities of Maple Leaf Loading Ltd. ("Maple Leaf") and approved the filing of the Corporation's filing statement dated August 26, 2011 (the "Filing Statement") relating to the Acquisition. Subject to certain conditions, as more particularly described in the Filing Statement, closing of the Transaction is anticipated to occur on or before September 12, 2011. Shareholders of the Corporation and Maple Leaf are encouraged to review the Filing Statement which is filed under the Corporation's SEDAR profile at

The Acquisition

Pursuant to the terms of the Acquisition, the Corporation will acquire: i) all of the outstanding common shares in the capital of Maple Leaf ("Maple Leaf Common Shares"), each such Maple Leaf Common Share to be exchanged for 4.7855 common shares in the capital of the Corporation ("Pro-Trans Shares"), 2.98557 series A share purchase warrants of the Corporation ("Series A Warrants") and 2.98557 series B share purchase warrants of the Corporation ("Series B Warrants"); and ii) all of the outstanding Class "A" preferred shares in the capital of Maple Leaf ("Maple Leaf Preferred Shares"), each such Maple Leaf Preferred Share to be exchanged for $4.83539 in cash and 9.27435 Pro-Trans Shares. The total deemed value of the Acquisition will be $12,295,000, subject to any applicable adjustment, payable on the basis of $4,375,000 in cash and 13,200,000 Pro-Trans Shares at a deemed price of $0.60 per share.

The vesting of Series A Warrants shall be determined based upon certain financing criteria of the Corporation, and the vesting of the Series B Warrants shall be determined based upon certain performance criteria of Maple Leaf, all in accordance with the terms and conditions contained in the definitive certificates to represent such warrants.

Further to the news release of the Corporation dated May 6, 2011, the Corporation has amended the terms of its previously announced financing for the cash portion of the consideration required to complete the Acquisition (the "Financing"). The terms of the Financing include a $5,000,000 convertible debenture (the "Convertible Debenture"). The Convertible Debenture will have a term of three years, will bear interest at a rate of 8.5% per annum payable monthly and will be secured by a pledge of all of the Maple Leaf Common Shares and Maple Leaf Preferred Shares by the Corporation in favour of the lender. The Convertible Debenture will be convertible into Pro-Trans Shares at a price of $0.60 per share at any time during its term.

Information Concerning Maple Leaf

Maple Leaf is a private corporation incorporated pursuant to the laws of British Columbia. Maple Leaf provides a range of specialized transportation services related to the management, handling and transportation of ore and other products for customers involved in the mining industry in British Columbia, Alberta and the Yukon Territory.

In accordance with the policies of the TSX-V, the common shares of the Corporation are currently halted from trading. It is expected that the common shares will resume trading on the TSX-V on August 31, 2011.

Further information concerning the Corporation, Maple Leaf and the Acquisition are contained in the Filing Statement which is available for review under the Corporation's SEDAR profile at

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results and developments may differ materially. Forward-looking information included in this press release includes statements with respect to closing of the Acquisition and Financing. This press release also contains forward-looking information relating to the intention of the parties to, among other things, complete the Acquisition. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the agreements underlying the Acquisition being able to obtain the necessary director, shareholder and regulatory approvals; each of the Corporation and Maple Leaf completing any conditions precedent to the Acquisition; TSX-V policies not changing; and completion of the Financing on terms satisfactory to the Corporation and Maple Leaf. 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: conditions imposed by the TSX-V, the failure to obtain the required directors' and shareholders' approvals in respect of the Transaction, Financing and related matters; changes in tax laws, general economic and business conditions; and changes in the regulatory environment. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this press 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.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, TSX-V acceptance. There can be no assurance that the Acquisition will be completed as proposed or at all. Trading in the securities of the Corporation should be considered highly speculative.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.

Neither the TSX-V, nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) has in any way passed upon the merits of the Transaction and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Contact Information

  • Pro-Trans Ventures Inc.
    Russel Marcoux
    Chief Executive Officer
    (306) 664-1413