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OTTAWA, June 12, 2012 /CNW/ - LW Capital Pool Inc. (TSXV: LWI.P) (the
"Company"), a capital pool company, announces that it will not complete
a qualifying transaction within the time frame prescribed by the TSX
Venture Exchange's Policy 2.4 on Capital Pool Companies (the
"Policy"). Pursuant to the requirements of the Policy, the Company's
shares have been cease traded until the Company can transfer its
listing to NEX or complete a qualifying transaction. NEX is a separate
board of the Exchange which permits trading for companies previously
listed on the Exchange which do not meet, among others things, the
ongoing listing requirements of the Exchange.
In accordance with the Policy, the Company will seek the approval of its
shareholders to transfer the Company's listing to the NEX and to cancel
50% of the seed shares issued to directors and officers of the Company
at prices below the IPO price, in the event that the Company does not
close a qualifying transaction approved by the TSX-V by September 10,
2012. Notice of this meeting and an accompanying circular will be
provided to shareholders within the next 30 days.
If the transfer to the NEX is approved at the shareholders meeting, it
is expected that the Company's common shares will trade under the stock
symbol "LWI.H" and will be listed on the NEX shortly after completion
of the meeting, subject to compliance with NEX requirements. There
will be no other change in the Company's name, no change in its CUSIP
number and no consolidation of capital. Upon moving to the NEX, the
Company will be subject to restrictions on share issuances and certain
types of payments as set out in the NEX policies. If the Company
subsequently identifies and completes a Qualifying Transaction, it is
expected that the Company's shares will be re-listed on the TSX-V.
Over the last two years, the board of directors of the Company has
closely examined a number of possible candidates for Qualifying
Transactions, but was unable to complete any transaction meeting its
criteria for enhancing shareholder value within the timeframe
permitted. The Company intends to continue to actively pursue a
Qualifying Transaction after the completion of the transfer of its
listing to the NEX.
About LW Capital Pool Inc.
The Company is designated as a Capital Pool Company by the TSX-V. The
Company has not commenced commercial operations and has no assets other
than cash. The purpose of the Offering is to provide the Company with
funds to identify and evaluate businesses or assets with a view to
completing a Qualifying Transaction (as defined in the Prospectus).
Any proposed Qualifying Transaction must be approved by the TSX-V and,
in the case of a non-arm's length Qualifying Transaction, must also
receive majority approval of the minority shareholders. Until the
completion of a Qualifying Transaction, the Company will not carry on
any business other than the identification and evaluation of businesses
or assets with a view to completing a Qualifying Transaction.
For further information regarding the Company, the Offering, and the
Company's management team, please see the Prospectus filed with the
Company's disclosure documents on SEDAR at www.sedar.com.
This press release may contain or refer to forward-looking information
based on current expectations. These statements should not be read as
guarantees of future performance or results. Such statements involve
known and unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially different
from those implied by such statements. Although such statements are
based on management's reasonable assumptions, there can be no assurance
that actual results will be consistent with such statements. These
forward-looking statements are made as of the date hereof and we assume
no responsibility to update or revise them to reflect new events or
SOURCE LW Capital Pool Inc.
For further information:
(613) 599-9600, ext. 202