Pro-Trans Ventures Inc.

December 09, 2010 18:37 ET

Pro-Trans Ventures Inc. Signs Letter of Intent to Acquire Maple Leaf Loading Ltd.

CALGARY, ALBERTA--(Marketwire - Dec. 9, 2010) - Pro-Trans Ventures Inc. (TSX VENTURE:PVI) ("Pro-Trans") is pleased to announce that it has entered into a letter of intent dated December 2, 2010 to acquire all of the issued and outstanding securities of Maple Leaf Loading Ltd. ("Maple Leaf") (the "Acquisition"). Upon completion of the Acquisition, Maple Leaf will be a wholly owned subsidiary of Pro-Trans.

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. 

The holders of Maple Leaf Shares shall receive, as consideration for the Acquisition, an aggregate of $4,375,000 cash and a maximum of 19,200,000 securities of Pro-Trans, which amount is to include a maximum of 16,200,000 common shares of Pro-Trans at a deemed price of $0.60 per Pro-Trans Share as well as not less than 3,000,000 purchase warrants of Pro-Trans with performance criteria to be determined by the parties, or such other price as may comply with the policies of, and be accepted by, the TSX Venture Exchange (the "Exchange"). 

Upon closing of the Acquisition, the board of directors of Pro-Trans will appoint Darby Kreitz, currently President and Chief Executive Officer of Maple Leaf, as a director of Pro-Trans subject to approval of the Exchange. Furthermore, Don Watt, the current Chief Operating Officer of Maple Leaf, shall enter into a personal services contract to assume the position of Chief Operating Officer of Maple Leaf and provide operational management for a period of a minimum of three years from the Acquisition.

The Acquisition is an arms length transaction and is subject to the negotiation of and execution and delivery of a formal agreement relating to the Acquisition, the completion of due diligence, director, shareholder and all regulatory approvals, including approval from the Exchange and other conditions normal for a transaction of this nature. 

Pro-Trans also announces that it is currently negotiating a term sheet with a lender relating to the cash portion of the consideration required by Pro-Trans to complete the Acquisition.

Further information regarding the details of the Acquisition including financial information and information regarding certain principals of Maple Leaf will be provided by Pro-Trans in due course. In accordance with Exchange policy, the common shares of Pro-Trans are currently halted from trading and will remain halted until further notice. 

Through this Acquisition Pro-Trans continues to implement its business plan to pursue business opportunities within specialized segments of the transportation industry.

Cautionary Statements

Certain statements contained in this release constitute forward-looking information. 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 Companies' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the Acquisition of Maple Leaf and the completion of the necessary financing to fund 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 Pro-Trans. The material factors and assumptions include: Pro-Trans and Maple Leaf completing the conditions precedent to the Acquisition including due diligence and the receipt of regulatory approvals, being able to obtain the necessary director, shareholder; the ability to raise necessary funding to complete the Acquisition. 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: Pro-Trans or Maple Leaf determining not to move forward with the Acquisition upon completion of due diligence reviews, the failure to obtain directors' and shareholders' approval as required; the failure to obtain requisite regulatory approvals, failure to obtain necessary funding, general economic and business conditions; and changes in the regulatory regulation. Pro-Trans 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 Pro-Trans 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.

Neither 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

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