Triwood Capital Corp.
NEX BOARD : TRD.H

February 28, 2011 18:49 ET

Triwood Capital Corp. Announces $5,000,000 Financing in Connection with Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Feb. 28, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Triwood Capital Corp. (the "Corporation") (NEX BOARD:TRD.H) is pleased to announce that further to the Corporation's press releases dated August 4, 2010 and February 10, 2011, and in connection with the Corporation's acquisition of all the issued and outstanding common stock of Algae Biosciences Corporation (the "Acquisition"), which is intended to constitute the Corporations qualifying transaction (the "Qualifying Transaction"), the Corporation has filed a preliminary prospectus for the offering of common shares of the Corporation ("Common Shares") in the Provinces of Alberta, British Columbia, Saskatchewan and Ontario (the "Prospectus Offering"). Further information relating to the Acquisition is available in the Corporation's press releases dated August 4, 2010 and February 10, 2011, which are posted under the Corporation's SEDAR profile at www.sedar.com.

A preliminary prospectus containing important information relating to these securities has been filed with the securities commissions or similar authorities in the jurisdictions of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from Maquarie Private Wealth Inc. c/o Jeff German, Vice President, telephone (403) 260-3844, any of the other agents listed above or from your IIROC registered financial advisor. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. A copy of the preliminary prospectus is available on SEDAR at www.sedar.com.

Brokered Financing

The Prospectus Offering will be for of 25,000,000 Common Shares to be issued from the Corporation's treasury, at a price of $0.20 per Common Share for aggregate gross proceeds of $5,000,000. The Prospectus Offering is being conducted by Macquarie Private Wealth Inc. (the "Agent") on a "commercially reasonable efforts" basis.

The completion of the Prospectus Offering will be conditional upon the completion of the Acquisition, and will occur concurrent with closing of the Acquisition. There can be no assurance that the Acquisition will be completed as proposed or at all. In consideration of completing the Prospectus Offering, the Corporation has agreed to pay the Agent as follows:

  1. A commission equal to 10% of the gross proceeds of the Prospectus Offering, payable in cash or Common Shares;
  2. All reasonable expenses including the Agent's legal counsel, of which $15,000 has been paid as a retainer;
  3. A corporate finance fee of $20,000 plus G.S.T.; and
  4. Agent's options entitling the Agent to purchase up to such number of Common Shares equal to 10% of the total number of Common Shares subscribed for under the Prospectus Offering, exercisable for a period of 2 years from the closing of the Prospectus Offering.

The net proceeds of the Prospectus Offering will be used by the combined entity upon completion of the Acquisition (the "Resulting Issuer"), to pay costs associated with the Prospectus Offering and the Acquisition, to finance the business of the Resulting Issuer and for working capital and other corporate purposes.

Trading Halt

The trading of Common Shares is expected to remain halted pending completion of the Corporation's Qualifying Transaction.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Acquisition and associated transactions, including statements regarding the terms and conditions of the Acquisition, the Prospectus Offering and the use of proceeds of the Prospectus Offering. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Acquisition, the Prospectus Offering and associated transactions, that the ultimate terms of the Acquisition, the Prospectus Offering and associated transactions will differ from those that currently are contemplated, and that the Acquisition, the Prospectus Offering and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Algae Biosciences Corporation or their respective financial or operating results or (as applicable), their securities.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, TSX Venture Exchange Inc. acceptance. 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 prospectus 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

The Common Shares 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 absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the content of this release.

Contact Information

  • Triwood Capital Corp.
    Kevin Blanchette
    President, Chief Executive Officer, and Secretary
    (403) 241-8477