Race Capital Corp.
TSX VENTURE : RCE.P

June 08, 2012 16:59 ET

Race Capital Corp. Announces Proposed Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 8, 2012) -

NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

RACE CAPITAL CORP. ("Race Capital") (TSX VENTURE:RCE.P), a capital pool company, is pleased to announce that it has entered into an engagement letter with Canaccord Genuity Corp. ("Canaccord") with respect to the financing to be completed for Race Capital's Qualifying Transaction involving Naturally Splendid Enterprises Ltd. ("Naturally Splendid") disclosed in Race Capital's news release dated March 19, 2012 (the "Qualifying Transaction").

Under the terms of the engagement letter, Canaccord has been appointed to act as Race Capital's agent to raise, on a "commercially reasonable efforts" basis, by way of a Short Form Offering Document, gross proceeds of up to $1,750,000 through the issuance of 10,000,000 common shares in the capital of Race Capital ("Common Shares") at a price of $0.175 per Common Share (the "Short Form Offering"). In consideration for its services under the Short Form Offering, Canaccord will receive a cash commission equal to 10% of the gross process received by Race Capital from the sale of the Common Shares to non-President's List subscribers and a 5% cash commission for proceeds received from the sale of Common Shares to President's List subscribers. Race Capital will also issue to Canaccord warrants entitling Canaccord to purchase such number of Common Shares as is equal to 10% of the aggregate number of Common Shares sold under the non-President List portion of the Short Form Offering ("Agent's Warrants"). Each Agent's Warrant will be exercisable at an exercise price of $0.175 per share for a period of twelve months from the date of closing.

Canaccord will also be paid a corporate finance fee of $50,000 plus applicable taxes in connection with the Short Form Offering, and will be reimbursed for all reasonable expenses incurred with respect to the Short Form Offering. It is a condition to the completion of the Short Form Offering that Race Capital obtain conditional approval from the Exchange for the Qualifying Transaction.

Race Capital intends to use the net proceeds from the Short Form Offering to complete the Qualifying Transaction, fund the proposed business plan of Naturally Splendid and for general working capital purposes.

As a result of Race Capital's engagement of Canaccord, Race Capital has terminated its previously announced private placement financing (see news release dated March 19, 2012) of a minimum of 8,750,000 common shares and up to a maximum of 10,000,000 common shares of Race Capital at a price of $0.20 per share for minimum gross proceeds of $1,750,000 and up to a maximum of $2,000,000.

About Race Capital

Race Capital was incorporated on December 21, 2010 and completed its initial public offering on August 10, 2011. Since the listing of its common shares on the Exchange, on August 15, 2011, Race Capital's business has been restricted to the identification and evaluation of businesses for the purpose of completing its Qualifying Transaction. Upon completing the Qualifying Transaction, Race Capital expects to be listed as a Tier 2 Industrial Issuer on the TSX Venture Exchange.

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Race Capital cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Race Capital's control. Such factors include, among other things: risks and uncertainties relating to Race Capital's ability to complete the proposed Qualifying Transaction; and other risks and uncertainties, including those described in Race Capital's Prospectus dated May 11, 2011 filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially form the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Race Capital undertakes no obligation to publicly update or revise forward-looking information.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close 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 management information circular or filing statement to be prepared in connection with 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 a capital pool company should be considered highly speculative.

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

A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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

  • Race Capital Corp.
    Chuck Jenkins
    CEO and CFO
    (604) 802-7372