TORONTO, ONTARIO--(Marketwired - March 7, 2014) -
NOT FOR DISSEMINATION TO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Springrock Capital Inc. (TSX VENTURE:SGK.P) ("Springrock" or the "Corporation") is pleased to announce that its annual and special meeting of shareholders took place on March 7, 2014 (the "Meeting").
At the Meeting, the size of the board was increased to four directors. Anthony Wonnacott, C. Winston Bennett, Aaron Wolfe and Bradley Boland were elected as directors.
Shareholders appointed McGovern, Hurley, Cunningham LLP as auditor to the Corporation and approved an amendment to By-law No. 1 of the Corporation.
In conjunction with the previously announced acquisition of ThermoCeramix Inc. (the "Qualifying Transaction"), shareholders of the Corporation approved the following resolutions, which will only be implemented upon the discretion of the board immediately prior to the closing of the Qualifying Transaction.
- Shareholders authorized Springrock to amend its articles of incorporation to effect a consolidation of Springrock's shares (the "Consolidation") pursuant to which every two and a half currently outstanding common shares of Springrock will become one consolidated common share. Springrock currently has 2,000,000 common shares outstanding and following the Consolidation will have approximately 800,000 common shares outstanding.
- Shareholders also authorized changing the name of the Corporation to "ThermoCeramix Corporation".
- In addition, shareholders ratified the existing stock option plan and approved the alternate stock option plan that is expected to be implemented by the Corporation upon completion of the Qualifying Transaction.
Springrock Capital Inc.
Springrock is a Capital Pool Company and intends for the acquisition of ThermoCeramix Inc. to constitute its Qualifying Transaction as such term is defined in the policies of the Exchange. The Qualifying Transaction is not a non-arm's length transaction pursuant to the policies of the Exchange.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the transaction cannot close until the required 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.
Certain information set forth in this press release may contain "forward-looking statements" or "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein may constitute forward-looking statements. Any such forward-looking statements may be identified by words such as "will" "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Any such statements are not guarantees of future performance and undue reliance should not be placed on them. Any such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Springrock's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. There can be no assurance that any such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Springrock undertakes no obligation to update any such forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on any such forward-looking statements.
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.
The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. person absent an available exemption from the registration requirements of such Act.