MONTREAL, Jan. 25 /CNW Telbec/ - Emergence Resort Canada Inc.
("Emergence") (TSX-V:ERS.H), a capital pool company listed on the NEX board,
intends to complete an non-brokered private placement for maximum gross
proceeds of three hundred thousand dollars ($300,000) (the "Private
Placement"). The Private Placement will consist in the issuance of a maximum
of seven hundred fifty thousand (750,000) shares at forty cents ($0.40) per
The use of the proceeds generated by the Private Placement will go
towards Emergence's working capital in relation with the conclusion, with CSP
Telecom ("CSP"), of an arm's length qualifying transaction in accordance with
Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual, as announced
October 5th, 2007 and confirmed on December 17th, 2007 (the "Qualifying
Transaction"), as well as towards granting CSP a secured loan of two hundred
twenty five thousand dollars ($225,000) according to terms and conditions
approved by the TSX Venture Exchange Inc. (the "Exchange").
As previously stated in Emergence's press release issued on December
17th, 2007, the proposed Qualifying Transaction consists in the acquisition of
all of the issued and outstanding shares and securities of CSP, subject to the
closing of a minimum brokered private placement of five million dollars
($5,000,000) and a maximum private placement of seven million five hundred
thousand dollars ($7,500,000) (the "Concurrent Financing"). The Concurrent
Financing will consist in the issuance of a minimum of ten million
(10,000,000) units and a maximum of fifteen million (15,000,000) units, each
unit is comprised of one common share at fifty cents ($0.50) and a half share
purchase warrant exercisable at a price of seventy-five cents ($0.75), valid
for a period of eighteen (18) months from the date of issuance (the "Units").
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to 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
The TSX Venture Exchange has in no way passed upon the merits of the
proposed Qualifying Transaction and has neither approved nor disapproved
the content of this press release.
For further information:
For further information: CSP Telecom: Mr. Robert Demers, President and
Chief Executive Officer, (418) 663-8383, 1-866-663-8383; Emergence Resort
Canada Inc.: Mr. Francois Houille de Beaulieu, President, (514) 933-1503