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Pembroke Capital Corp. Provides Further Update on Proposed Qualifying Transaction
Vancouver, British Columbia--(October 18, 2011) - Pembroke Capital Corp. (" Pembroke " or the " ...
About this update from Q2 Metals Corp
[{"type":"text","content":"\nPembroke Capital Corp. Provides Further Update on Proposed Qualifying Transaction\n\nVancouver, British Columbia--(October 18, 2011) - Pembroke Capital Corp. (\"Pembroke\" or the \"Company\") (TSXV: PBK.P), a capital pool company, today provided a further update on its previously announced proposed acquisition of all of the issued and outstanding shares of Minfocus International Inc. (\"Minfocus\") which proposed transaction (the \"Proposed Transaction\") is intended to constitute the Company's \"qualifying transaction\" under the policies of the TSX Venture Exchange (the \"TSX-V\"). The Proposed Transaction remains subject to the approval of the TSX-V. \nPrivate Placement \nConcurrently with the Proposed Transaction, the Company intends to complete a non-brokered private placement (the \"Private Placement\") of units (\"Units\") and common shares issued on a flow-through basis pursuant to the Income Tax Act (Canada) (\"FT Shares\") at a price of $0.35 per Unit and $0.40 per FT Share for minimum gross proceeds of $2,000,000 and maximum gross proceeds of $3,000,000. Up to a maximum of $500,000 of the gross proceeds of the Private Placement will be comprised of FT Shares. \nEach Unit will consist of one common share (a \"Share\") of the Company and one half of one share purchase warrant (each whole warrant, a \"Warrant\"). Each Warrant will be exercisable to acquire one Share at a price of $0.45 per Share for a period of 18 months from the closing date of the Private Placement and will be subject to an acceleration provision (the \"Acceleration Provision\"). Pursuant to such Acceleration Provision, in the event that the closing price of the Shares on the TSX-V is $0.60 or higher for a period of 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and the Warrants will thereafter expire on the date that is thirty days after the after the date of the notice to the Holders. The FT Shares will be sold separate from the Units and without any Warrants.\nProceeds from the Private Placement will be used to fund exploration work on the mineral properties in which Minfocus holds an interest including, the Nipigon Reefs Property and the Weese-Luella Lake Property, and for general working capital purposes. All of the securities issued pursuant to the Private Placemen...