Vancouver, British Columbia--(November 18, 2011) - Pembroke Capital Corp. (TSXV: PBK.P) ("Pembroke" or the "Company"), a capital pool company, is pleased to announce that the TSX Venture Exchange (the "Exchange") has conditionally accepted its previously announced acquisition of all the issued and outstanding shares of Minfocus International Inc. ("Minfocus") which proposed transaction is intended to constitute the Company's "qualifying transaction" under the policies of the Exchange (the "Qualifying Transaction").
Closing of the Qualifying Transaction (the "Closing") is subject to certain conditions, including the final acceptance of the Exchange. The Closing is currently expected to take place on or about December 6, 2011.
For further details on the Qualifying Transaction, please refer to the Company's Filing Statement dated October 31, 2011 and available on SEDAR at www.sedar.com.
For further information please contact:
Vince Sorace
Chief Executive Officer
Phone: 604.639.9056
Statements in this news release regarding Pembroke's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, TSX VENTURE EXCHANGE ACCEPTANCE AND IF APPLICABLE PURSUANT TO TSX VENTURE 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.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. Neither the 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 this release.