TORONTO, ONTARIO--(Marketwired - Feb. 11, 2014) -
NOT FOR DISSEMINATION IN 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 mailed to shareholders of record as of the close of business on February 3, 2014 (the "Shareholders"), a management information circular and related materials in connection with the annual and special meeting of shareholders of Springrock to take place on March 7, 2014 (the "Meeting").
At the Meeting, Shareholders will be asked, among other things, to pass a special resolution to authorize Springrock to amend its articles of incorporation to effect a consolidation of Springrock's outstanding shares (the "Consolidation"). Pursuant to the Consolidation, every two and one half currently outstanding common shares of Springrock would become one consolidated common share. Springrock currently has 2,000,000 common shares outstanding. Following the Consolidation, there would be approximately 800,000 common shares outstanding. No fractional shares will be issued. The Consolidation is being done in conjunction with the previously announced acquisition of ThermoCeramix Inc. ("TCX Acquisition)") as part of its Qualifying Transaction, as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). Under the TCX Acquisition, Springrock proposes to issue approximately 27 million consolidated common shares as consideration for TCX. The Consolidation is subject to shareholder approval and to acceptance by the Exchange. Further details of the TCX Acquisition will be set forth in a filing statement to be filed in connection with the transaction.
The Corporation is also asking Shareholders to approve a change of name of the Corporation to "ThermoCeramix Corporation". If approved by Shareholders and the Exchange, both the Consolidation and name change will become effective immediately prior to the closing of the Qualifying Transaction with TCX.
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 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. These risks and uncertainties include, but are not limited to: Springrock's inability to secure purchase orders for its products; dependence on any third party suppliers; competition for, among other things, capital, skilled personnel, customers and suppliers; the effects of competition and pricing pressures in the market; and management's ability to anticipate and manage the foregoing factors and risks. 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.