TSX Venture Exchange Symbol: BVI.P
TORONTO, April 23 /CNW/ - The qualifying transaction agreement dated
December 23, 2008 between Bellair Ventures Inc. ("Bellair") and DiBattista
Industries Inc. ("DBI") (the "Agreement"), a summary of which was disclosed in
a press release disseminated by Bellair on December 23, 2008, has been
The Agreement set forth the terms and conditions upon which Bellair, a
"capital pool company" (as defined in Policy 2.4 (the "CPC Policy") of the TSX
Venture Exchange Inc. (the "Exchange")) would complete its Qualifying
Transaction (as defined in the CPC Policy) by way of the amalgamation of a
newly-created, wholly-owned subsidiary of Bellair ("Subco") with DBI (the
"Transaction"). Pursuant to the Agreement, Subco was to be incorporated solely
for the purpose of the Transaction and will not be incorporated now that the
Agreement has been terminated.
The closing of the Transaction (the "Closing") was subject to a number of
conditions, including satisfactory completion of equity and debt financings
required for the ongoing business operations of the Resulting Issuer (being
Bellair after the Closing). As a result of a variety of factors, including
volatile and declining economic conditions and an increased scarcity in
general availability of capital financing, Bellair and DBI have mutually
agreed to terminate the Agreement and Bellair has delivered notice to DBI to
effect such termination in accordance with Section 11.1(b) of the Agreement.
Bellair is seeking Exchange approval of the reinstatement of the trading
of its shares and will disseminate a news release indicating the date of
reinstatement upon receipt of such approval.
With the termination of the Transaction, Bellair continues to identify
and evaluate businesses and assets with a view to completing a Qualifying
Transaction, including opportunities in the industrial and environmental waste
services, recycling and infrastructure industry.
The Exchange does not accept responsibility for the adequacy or accuracy
of this Release.
Certain information in this press release may contain forward-looking
statements. This information is based on current expectations that are subject
to significant risks and uncertainties that are difficult to predict. Actual
results may differ materially from results inferred or suggested in any
forward-looking statements. Bellair assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results may
differ from those reflected in forward-looking statements unless and until
required by applicable securities laws. Additional information identifying
risks and uncertainties is contained in Bellair's filings with the Canadian
securities regulators, which filings are available at www.sedar.com.
For further information:
For further information: Bellair Ventures Inc., Emlyn J. David,
President and Chief Executive Officer, (416) 840-5002