Springrock Capital Inc.

TSX VENTURE : SGK.P


March 10, 2014 20:40 ET

Springrock Capital Enters Into Definitive Agreement Relating to Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - March 10, 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 it has entered into a definitive merger agreement with ThermoCeramix Inc. ("TCX") dated March 10, 2014 (the "Agreement"), in respect of its previously announced proposed acquisition of TCX (the "Qualifying Transaction"). Pursuant to the Agreement, Springrock will issue approximately 26,274,410 post-consolidation common shares to the holders of TCX shares, subject to the terms of the Agreement. Springrock will also exchange the outstanding options and warrants of TCX for options and warrants of the Corporation.

Springrock Capital Inc.

Springrock is a Capital Pool Company and intends for the acquisition of TCX to constitute its Qualifying Transaction as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Qualifying Transaction is not a non-arm's length transaction pursuant to the policies of the Exchange.

Cautionary Note

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Qualifying Transaction cannot close until the required approval is obtained. 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 to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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.

Forward-Looking Statements

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.

Contact Information