Springrock Capital Inc.
TSX VENTURE : SGK.P

January 03, 2014 20:51 ET

Springrock Capital Inc. to Enter Into a Business Combination With ThermoCeramix, Inc.; ThermoCeramix, Inc. Completes Financing

TORONTO, ONTARIO--(Marketwired - Jan. 3, 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") is pleased to announce that it has been advised by ThermoCeramix, Inc. ("ThermoCeramix") that ThermoCeramix has completed a private placement financing resulting in gross proceeds of $2,382,500 ("Offering").

As previously announced on December 2, 2013, Springrock has signed a letter of intent dated November 28, 2013 providing for a business combination of Springrock with ThermoCeramix, a privately held Delaware corporation focused on the development of heating solutions for industrial, commercial and residential applications using TCX™ film heater technology for which ThermoCeramix holds a broad patent portfolio. The business combination is intended to constitute a Qualifying Transaction for Springrock (as defined in the policies of the TSX Venture Exchange).

Pursuant to an agency agreement dated December 24, 2013, entered into by ThermoCeramix with Hampton Securities Limited and BT Global Growth Inc., acting as agents in connection with the Offering, ThermoCeramix completed a private placement equity financing resulting in the issue and sale of 4,765,000 shares of Common Stock of ThermoCeramix for gross proceeds of $2,382,500, or $0.50 per share.

The Offering was completed pursuant to exemptions from prospectus requirements in Canadian securities laws. The net proceeds of the Offering will be used for general corporate and working capital expenditures.

Springrock was not a party to the Offering. All of the information concerning the Offering as set forth above was provided solely by ThermoCeramix.

Springrock Capital Inc.

Springrock is a capital pool company and intends for the acquisition of ThermoCeramix 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.

About Hampton Securities Limited:

Hampton Securities Limited is a full service Canadian investment dealer with its head offices in Toronto. For over a decade, the firm has been providing strategic financing solutions to a broad cross-section of businesses and industries, in Canada and internationally.

Cautionary Note

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder 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.

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 ThermoCeramix'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: ThermoCeramix'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.

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