SelectCore Ltd.
TSX VENTURE : SCG

SelectCore Ltd.

June 05, 2015 18:59 ET

SelectCore Announces Share Consolidation and Private Placement

TORONTO, ONTARIO--(Marketwired - June 5, 2015) - SelectCore Ltd. ("SelectCore" or the "Company") (TSX VENTURE:SCG) announces a share consolidation (the "Consolidation") on a ratio of 10 to 1 as to all of its common shares now outstanding. In addition, the Company announces its intention to also complete a subsequent private placement (the "Offering") for proceeds of up to $750,000 in the form of 15,000,000 common shares issued ("Issued Common Shares") at $0.05 each. In addition, each Issued Common Share will provide the applicable investor with one (1) warrant exercisable into one (1) common share expiring in 24 months which, if exercised, will result in proceeds per warrant to the Company of $0.08.

The Company currently has 187,378,548 common shares outstanding and, following the Consolidation, will have approximately 18,737,854 common shares outstanding. The change in the number of issued and outstanding common shares that will result from the Consolidation will not materially affect any shareholder's percentage ownership in the Company, although such ownership would be represented by a smaller number of common shares.

A letter of transmittal will be sent by mail to shareholders, and any holders of warrants and options, advising that the Consolidation has taken effect and setting out the procedure to surrender the certificates evidencing their common shares, warrants and options (collectively "Securities") for replacement certificates representing the number of new Securities to which they are entitled as a result of the Consolidation. Until surrendered, each certificate will be deemed for all purposes to represent the number of Securities to which the holder thereof is entitled as a result of the Consolidation.

The Consolidation was approved by the shareholders of the Company at the annual general and special meeting held on August 8, 2014. Further details regarding the Consolidation are contained in the Company's Information Circular July 14, 2014, which has been filed under the Company's profile on SEDAR at www.sedar.com.

Private Placement Offering

The Company will be offering up to $750,000 in the form of 15,000,000 common shares issued ("Issued Common Shares") at $0.05 each. In addition, each Issued Common Share will provide the applicable investor with one (1) warrant exercisable into one (1) common share expiring in 24 months which, if exercised, will lead to proceeds per warrant of $0.08. Proceeds of the Offering will be used to retire debt of the Company as well as to increase working capital to better pursue strategic alliances and opportunities.

About SelectCore

Established in 1999, SelectCore is a leading prepaid financial services provider and transaction processor for under-banked and underserved markets. From prepaid mobile top-up to stored-value cards and remittance solutions, SelectCore services a market of millions of under-banked consumers through its technology platforms and extensive retail distribution network. SelectCore is a publicly traded company listed on the TSX Venture Exchange under the symbol "SCG" (TSXV: SCG). SelectCore was ranked by Profit100 as one of Canada's fastest-growing companies in 2006, 2007, 2009 and 2010. SelectCore was also ranked one of North America's fastest growing companies on Deloitte's 2011 Technology Fast 500.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this news release contains forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond SelectCore's control including, without limitation, the impact of general economic conditions, industry conditions, fluctuation of exchange rates, industry competition, availability of qualified personnel and management, stock market volatility and timely and cost effective access to sufficient capital from internal and external sources. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements. Readers are cautioned that the forgoing list of factors is not exhaustive. Additional information on these and other factors that could affect SelectCore's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and SelectCore does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

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