Marchwell Ventures Ltd. (formerly Sitebrand Inc.) Closes Private Placement of Subscription Receipts, Consolidates Shares, Changes Name and Transfer to NEX
(firmenpresse) - OTTAWA, ONTARIO -- (Marketwire) -- 10/24/11 -- Marchwell Ventures Ltd. (TSX VENTURE: MVE.H)(the "Corporation"), formerly Sitebrand Inc. (TSX VENTURE: SIB), is pleased to announce that it has closed a private placement of 18,000,000 subscription receipts in the capital of the Corporation (the "Subscription Receipts") at a price of $0.05625 per Subscription Receipt for aggregate gross proceeds of $1,012,500 (the "Private Placement"). The Private Placement was initially announced in the Corporation's press release dated February 15, 2011.
Each Subscription Receipt entitled the holder to receive, upon satisfaction of certain conditions (the "Release Conditions"), one unit in the capital of the Corporation (a "Unit"). Each Unit comprises one post-Consolidation (defined below) common share in the capital of the Corporation (a "Common Share") and one Common Share purchase warrant (a "Warrant") entitling the holder to acquire one additional Common Share at an exercise price of $0.10 for two (2) years following the satisfaction of the Release Conditions.
Following the completion of the Private Placement, the Corporation completed a consolidation of its issued and outstanding common shares on the basis of five (5) old common shares for one (1) new common share (the "Consolidation") and changed its name from Sitebrand Inc. to Marchwell Ventures Ltd. (the "Name Change"). Both the Consolidation and Name Change were approved by the Corporation's shareholders at a meeting held on June 30, 2011.
Pursuant to TSX Venture Exchange (the "Exchange") Policy 2.5, the Corporation has not maintained the requirements for a TSX Venture Tier 2 company and as such, the Corporation will be transferring its listing to the NEX. NEX is a separate board of the Exchange for companies previously listed on the Exchange which do not meet, among others things, the ongoing listing requirements of the Exchange.
Assuming that all Exchange conditions are satisfied, it is expected that the Common Shares will trade under the stock symbol "MVE.H" and will commence trading on the NEX on or about October 26, 2011.
Letters of transmittal with respect to the Consolidation and Name Change have been mailed to all registered shareholders of the Corporation. All registered shareholders of the Corporation who wish to obtain a new share certificate will be required to send their certificates representing pre-Consolidation common shares with a properly executed letter of transmittal to the Corporation's transfer agent, Computershare Investor Services Inc., in accordance with the instructions provided in the letter of transmittal. Copies of the letter of transmittal can be obtained through Computershare Investor Services Inc. All shareholders who duly complete letters of transmittal will receive post-Consolidation common share certificates. No certificates representing fractional post-Consolidation common shares will be issued pursuant to the Consolidation. All fractional shares resulting from the Consolidation will be rounded up to the nearest whole number and no cash consideration will be paid in respect of fractional shares.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this news release contains forward-looking information relating to the satisfaction of the issuance of the final exchange bulletin in respect of the listing of the Common Shares. The final exchange bulletin will not be issued if the Exchange determines that the Corporation has not met the conditions set out in the Exchange's conditional approval letter. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the ability of the Corporation to meet the conditions for listing of the TSX-V. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Neither 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 this release.
Contacts:
Marchwell Ventures Ltd.
John Eckert
Chairman and Acting CEO
(416) 307-3272
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Datum: 24.10.2011 - 16:14 Uhr
Sprache: Deutsch
News-ID 1049228
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