TSX Venture Exchange Symbol: CPC.P
TORONTO, April 9 /CNW/ - Chrysalis Capital VI Corporation ("Chrysalis VI" or the "Corporation") is pleased to announce that it has entered into a definitive acquisition agreement with Exclamation Investments Corporation ("Exclamation Investments"), which sets forth the terms and conditions pursuant to which Chrysalis VI will acquire all of the issued and outstanding shares in the capital of Exclamation Investments (the "Proposed Transaction").
About Exclamation Investments
Exclamation Investments, a newly formed investment corporation incorporated under the laws of the Province of Ontario, provides the opportunity for shareholders to co-invest with its founder, Marc Lavine, who has been investing and creating businesses under the Exclamation brand since his first venture as one of the co-founders of Cyberplex Inc. in 1996. Mr. Lavine's principal place of residence is Paris, France.
The Exclamation Investments approach will seek to leverage the investing and business creation expertise of Mr. Lavine to identify and invest in opportunities where active involvement creates a situation for enhanced shareholder value. Exclamation Investments will seek to create value by investing in companies at dichotomous stages of their lifecycle; be it during the initial creation stage or the managing growth stage, where fundamental changes in strategy are often required. It is during these stages where Exclamation Investment's management believes it can have real impact on the company's development.
Exclamation Investments will also actively invest in Exclamation Creations Corporation, an entity created and managed by Mr. Lavine to transform new ideas into business ventures.
Exclamation Investments will seek to use this diversified approach to combine predictable, stable cash flow from more mature investments with the significant potential returns from start-ups. Exclamation Investments believes this investment philosophy will distinguish it amongst its peers and provide unique investment opportunities not typically available to most investors.
About Marc Lavine
Since 1996, Mr. Lavine has been involved as a founder and/or an active
investor in several companies including;
- Cyberplex Inc. - a leader in providing web advertising solutions,
online customer acquisition strategies and technology development;
- Points International Ltd. ("Points") - the world's leading reward-
program management portal offering proprietary solutions to the
loyalty industry and operator of Points.com;
- The Chrysalis Capital Group Inc. - expert at generating superior
shareholder returns through the creation of a series of unique
Capital Pool Companies; and
- Advantex Marketing International Inc. - a specialist in managing
white-labeled rewards programs for major affinity groups.
Mr. Lavine has already invested over $2 million of personal capital in Exclamation Investments.
The Evolution of Exclamation Investments
Founded in 1997 by Marc Lavine, Exclamation International Incorporated ("Exclamation International"), an "internet business generator", was listed on the TSX Venture Exchange (the "TSXV") in 2000 via a Qualifying Transaction with a Capital Pool Company. Exclamation International's most notable creation, Points, grew from conception to become the world's first loyalty points management portal, currently transacting over 1 billion rewards points monthly.
Following the success of Points, Exclamation International was privatized, and Mr. Lavine continued identifying unique investment opportunities and creating new businesses. The Exclamation business creation model has matured, strengthened and evolved over the past ten years into a diversified approach to investing and business creation.
Exclamation Investments, a new investment corporation formed in January 2010, provides the opportunity for shareholders to invest in a corporation to be listed on the TSXV.
The Proposed Transaction
The Proposed Transaction is a non-arm's length transaction as Mr. Lavine is a principal shareholder, director and officer of Chrysalis VI and as well as the current sole shareholder of Exclamation Investments. Mr. Lavine currently holds 3,340,000 common shares of Chrysalis VI (representing approximately 26.72% of the issued and outstanding common shares of Chrysalis VI), as well as options to acquire a further 562,500 common shares of Chrysalis VI at a price of $0.20 per share until April 12, 2013.
Additionally, the Proposed Transaction will constitute a "related party transaction", as that term is defined pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and will be subject to the requirements of same. Accordingly, the Proposed Transaction is subject to the approval of the majority of the minority of Chrysalis VI's shareholders. The Proposed Transaction has been approved by Chrysalis VI's independent board members, being Geoff Rotstein and Bruce Reid.
In connection with the Proposed Transaction, Exclamation Investments intends to complete a brokered private placement of equity-based securities for minimum gross proceeds of $500,000, the terms of which have not yet been finalized.
When completed, the Proposed Transaction will constitute Chrysalis VI's qualifying transaction pursuant to the policies of the TSXV, and is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions.
A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV.
ABOUT CHRYSALIS CAPITAL VI CORPORATION
Chrysalis Capital VI Corporation is The Chrysalis Capital Group Inc.'s ("TCCG") sixth capital pool company ("CPC"). TCCG is focused on generating superior shareholder returns through the creation of a series of unique CPCs. To date, TCCG has created seven Chrysalis branded CPCs and has assisted in the creation of four additional CPCs under TCCG's partners program. For more information about TCCG, please visit www.tccg.ca.
Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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 information circular to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
SOURCE CHRYSALIS CAPITAL VI CORPORATION
For further information: For further information: Chrysalis Capital VI Corporation, Robert Munro, President and CFO, T: (888) 448-4946, firstname.lastname@example.org, www.tccg.ca; Exclamation Investments Corporation, Marc Lavine, Chairman and CEO, T: (888) 448-1666, email@example.com, www.exclamation.com