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Vancouver, British Columbia --(December 15, 2011) - Pembroke Capital Corp. (TSXV: PBK.P) ("Pembroke" or the "Company"), a capital pool company, today provided an update on the closing of its previously announced acquisition of all of the issued and outstanding shares of Minfocus International Inc. ("Minfocus") which proposed transaction (the "Transaction") is intended to constitute the Company's "Qualifying Transaction" under the policies of the TSX Venture Exchange (the "Exchange"). The closing of the Transaction has been postponed to allow for the completion of the proposed concurrent non-brokered private placement (the "Private Placement") which has been delayed as a result of current market conditions. The Company currently anticipates the Transaction to close in the new year.
The Company also announced that it has revised the terms of the Private Placement as further described below. The revised terms of the Private Placement provide for a reduced price of $0.25 per unit (each, a "Unit") and $0.30 per flow-through share (each, a "FT Share") for fixed gross proceeds of $2,000,000. The portion of the Private Placement consisting of Flow-Through Shares has been increased from up to $500,000 to up to $1,500,000 of the gross proceeds of the Private Placement. Each Unit continues to be comprised of one common share and one-half of one warrant with each full warrant (each, a "Warrant") being exercisable at a price of $0.45 for a period of 18 months from the closing of the Private Placement. The terms of the Warrants have been revised to eliminate the acceleration provision.
The Private Placement has also been amended to allow for the issuance of finder's warrants ("Finder's Warrants") to certain finders in accordance with the rules and policies of the Exchange, in an amount equal to up to 10% of the securities sold under the Private Placement by the respective finders. The Finder's Warrants will have the same terms as the Warrants issued under the Private Placement.
As a result of the revised terms of the Financing, the Company's expected capital structure upon closing of the Transaction will change from that set out in the Company's Filing Statement dated October 31, 2011 and filed on SEDAR. The following table sets out the Company's expected capitalization at closing as set out in the Filing Statement and the expected capitalization as a result of the revised terms of the Private Placement.
| Assuming | ||||||||||||||||||
| As per the Filing | As per the Filing | Completion | ||||||||||||||||
| Statement | Statement | of Amended | ||||||||||||||||
| (Minimum | (Maximum | Private | ||||||||||||||||
| Amount) | % | Amount) | % | Placement | % | |||||||||||||
| Common Shares | ||||||||||||||||||
| Issued | 9,150,000 | 22.2% | 9,150,000 | 20.1% | 9,150,000 | 21.7% | ||||||||||||
| Payment Shares | 23,221,301 | 56.4% | 23,221,301 | 51.1% | 23,221,301 | 55.0% | ||||||||||||
| Issued Pursuant to Private Placement | 5,535,714 | 13.4% | 8,392,857 | 18.5% | 7,000,000 | 16.6% | ||||||||||||
| Total number of shares issued | 37,907,015 | 40,764,158 | 39,371,301 | |||||||||||||||
| Reserved for issuance under Warrants | 2,142,857 | 5.2% | 3,571,429 | 7.9% | 1,700,000 | (1) | 4.1% | |||||||||||
| Reserved for issuance under the Option Plan | 725,000 | 1.8% | 725,000 | 1.6% | 725,000 | 1.7% | ||||||||||||
| Reserved for issuance under Agent's Option | 400,000 | 1.0% | 400,000 | 0.9% | 400,000 | 0.9% | ||||||||||||
| Total Number of Shares (fully- diluted) | 41,174,872 | 100% | 45,460,587 | 100% | 42,196,301 | 100% |
(1) Includes 700,000 Finder’s Warrants
The proceeds from the Private Placement will be used for general working capital purposes and to carry out the recommended work program on the Nipigon Reefs Property. The Company has received conditional approval of the Exchange for the Private Placement and the Transaction.
Closing of the Transaction is subject to certain conditions, including the final acceptance of the Exchange. For further details on the 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.