Sudbury Capital Corporation
TSX VENTURE : SUD.P

March 05, 2007 14:45 ET

Sudbury Capital Corporation Update on Proposed Qualifying Transaction

TORONTO, ONTARIO--(CCNMatthews - March 5, 2007) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

On October 17, 2006, Sudbury Capital Corporation ("Sudbury") (TSX VENTURE:SUD.P), a capital pool company, issued a press release announcing the proposed business combination (the "Qualifying Transaction") with Sea Dragon Energy Inc. ("Sea Dragon"). The proposed Qualifying Transaction will constitute Sudbury's qualifying transaction pursuant to the policies of the TSX Venture Exchange (the "Exchange").

Pursuant to Exchange Policy 2.4 - Capital Pool Companies ("Policy 2.4"), Sudbury was required to file with the Exchange, within 75 days after the press release announcing the Qualifying Transaction, the initial documents (the "Initial Documents") required by Section 12.3 of Policy 2.4. The Initial Documents include a draft CPC Filing Statement (Form 3B2) (the "Filing Statement"), the preliminary Sponsor Report (as such term is defined in Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements ("Policy 2.2")) and the accompanying confirmation that the Sponsor has reviewed the Filing Statement on a preliminary basis.

On December 21, 2006, Sudbury issued a press release announcing that the Initial Documents would not be filed with the Exchange within 75 days after the press release announcing the Qualifying Transaction as a result of delays in preparation of the Initial Documents and that the Exchange had granted a 30 day extension to January 30, 2007 for the filing thereof. On February 1, 2007, Sudbury issued a press release announcing that that the Exchange had granted an additional 30 day extension to March 1, 2007 for the filing of the Initial Documents (the "Second Extension").

The Initial Documents will not be filed with the Exchange by March 1, 2007, in accordance with the Second Extension for filing same granted by the Exchange as a result of the following delays:

1. both Sea Dragon and Sudbury must include audited financial statements for the financial year ended more than 90 days before the date of the Filing Statement and, if applicable, interim financial statements for the most recently completed interim period that ended more than 60 days before the date of the Filing Statement and for the comparable period in the immediately preceding financial year ended more than 90 days before the date of the Filing Statement (collectively, the "Financial Statements"). The Financial Statements for each of Sea Dragon and Sudbury are in the process of being prepared and both Sea Dragon and Sudbury expect that they will be available for inclusion in the Filing Statement in one or two weeks; and

2. unless waived by the Exchange, Sudbury will be required to retain a sponsor in respect of the proposed Qualifying Transaction (the "Sponsor") in accordance with Policy 2.2. A Sponsor has not yet been formally retained by Sudbury but Sudbury expects to formally retain a sponsor in one or two weeks. Accordingly, the preliminary Sponsor Report and the accompanying confirmation that the Sponsor has reviewed the Filing Statement on a preliminary basis have not yet been obtained.

As a result of the aforementioned delay, Sudbury has obtained from the Exchange a further 30 day extension to March 31, 2007 for the filing of the Initial Documents relating to the Qualifying Transaction.

As noted above and in Sudbury's press releases dated October 17, 2006, December 21, 2006 and February 1, 2007, completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, acceptance by the Exchange and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required approvals have been 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 management information circular or filing statement to be prepared in connection with the proposed Qualifying Transaction, any information released or received with respect to the proposed 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 to be highly speculative.

This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of Sudbury. These risks and uncertainties could cause actual results and Sudbury's plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Sudbury assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.

The Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this release.

Contact Information

  • Sudbury Capital Corporation
    Charles J. Lilly
    Director
    (705) 522-2400
    or
    Sea Dragon Energy Inc.
    David Thompson
    President
    (604) 608-8704