Scorpio Capital Corp.
TSX VENTURE : SCE

December 04, 2006 17:53 ET

Scorpio Capital Corp. Announces Filing of the Filing Statement in Connection With Its Proposed Qualifying Transaction With BDE Equities Inc.

TORONTO, ONTARIO--(CCNMatthews - Dec. 4, 2006) - SCORPIO CAPITAL CORP. (TSX VENTURE:SCE.P) (the "Company") is pleased to announce that its filing statement dated as of November 30, 2006 (the "Filing Statement"), as approved by the TSX Venture Exchange (the "Exchange"), has been filed on SEDAR and may be viewed at www.sedar.com. The Filing Statement describes the Company's proposed qualifying transaction (the "Qualifying Transaction") with BDE Equities Inc. ("BDE"), as required by Policy 2.4 of the Exchange.

The Company is a Capital Pool Company listed for trading on the Exchange, and has entered into an amalgamation agreement on May 15, 2006 pursuant to which its wholly-owned subsidiary will amalgamate with BDE and securityholders of BDE will receive securities of the Company. This amalgamation is intended to be the Company's Qualifying Transaction under the policies of the Exchange. The Company anticipates completing the Qualifying Transaction on or before January 31, 2007.

The Exchange has conditionally accepted the Qualifying Transaction. The final approval of the Exchange is conditional upon the filing of all outstanding documents required by Policy 2.4 and completion of a concurrent non-brokered private placement financing raising a minimum of $1.2 million to ensure that following the Qualifying Transaction the Company meets the Exchange's Minimum Listing Requirements, as such term is defined in the policies of the Exchange.

There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement, 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 Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Certain statements contained in this press release constitute forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements.

Contact Information

  • Scorpio Capital Corp.
    Peter Wanner
    President, Chief Executive Officer and a Director
    (905) 877-0776
    (905) 877-6382 (FAX)
    or
    BDE Equities Inc.
    Frank Bellotti
    President,, Chief Executive Officer and a Director
    (416) 867-4556
    (905) 780-2316 (FAX)