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TORONTO, Oct. 28 /CNW/ - Humber Capital Corporation (TSX-V: RUM.P) (the
"Corporation" or "Humber"), a capital pool company listed on the TSX Venture
Exchange (the "Exchange"), is pleased to announce today that the Exchange has
accepted the filing of its filing statement (the "Filing Statement") and has
provided conditional approval to the closing of Humber's Qualifying
Transaction, as defined under Exchange Policy 2.4 - Capital Pool Companies
(the "CPC Policy").
As previously announced, Humber's Qualifying Transaction involves two
components: (i) the purchase by the Corporation (the "Acquisition"), pursuant
to the terms of a share purchase agreement dated as of August 25, 2008, of all
of the issued and outstanding shares of Anderson's Liquor Inc., a retail
liquor store operator incorporated under the laws of the Province of Alberta;
and (ii) a private placement of up to 10,000,000 common shares of the
Corporation at a price of approximately $0.30 per common share (the "Private
Placement", and together with the Acquisition, the "Transaction").
The completion of the Transaction will remain contingent upon the closing
of the Private Placement and the Corporation fulfilling the requirements of
the Exchange for completion of a Qualifying Transaction.
Following completion of the Transaction, Humber (the Resulting Issuer)
will be engaged in the business of owning and operating retail liquor stores
in the Province of Alberta.
Assuming all conditions to closing are satisfied, Humber currently
expects to close the Transaction in November 2008. Shareholders of the
Corporation are encouraged to go to SEDAR at www.sedar.com to review the
Corporation's Filing Statement dated October 28, 2008.
Humber Capital Corporation
Humber is a capital pool company listed on the Exchange. The principal
business of the Corporation is the identification and evaluation of assets or
businesses with a view to completing a Qualifying Transaction. Since its
incorporation, other than its initial public offering under the CPC Policy in
April 2008 and the transactions in relation thereto, the Corporation has not
commenced commercial operations and has no assets other than cash.
This press release is not an offer of securities for sale in the United
States. The securities of the Corporation referred to herein have not been and
will not be registered under the United States Securities Act of 1933, as
amended. Securities of the Corporation may not be offered or sold in the
United States absent registration or an exemption from registration.
Completion of the Qualifying Transaction is subject to a number of
closing conditions, including without limitation, Exchange acceptance. There
can be no assurance that the proposed transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the Filing
Statement, 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 capital pool company should be considered
highly speculative. The Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the contents of
this press release. The Exchange does not accept responsibility for the
adequacy or accuracy of this press release.
This Press Release contains forward-looking statements with respect to
the Acquisition, the Private Placement and matters concerning the business,
operations, strategy and financial performance of the Corporation. These
statements generally can be identified by use of forward looking word such as
"may", "will ", "expects ", "estimates ", "anticipates ", "intends ",
"believe" or "could" or the negative thereof or similar variations. The
completion of the proposed Transaction and the future business, operations and
performance of the target property and the Corporation could differ materially
from those expressed or implied by such statements. Such forward-looking
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations, including that the proposed
Transaction contemplated herein is completed. Forward-looking statements are
based on a number of assumptions which may prove to be incorrect, including,
but not limited to: the ability of the Corporation to complete the Private
Placement, to obtain necessary financing to complete the Acquisition or to
satisfy the requirements of the Exchange with respect to the proposed
Transaction. Additional, important factors that could cause actual results to
differ materially from expectations include, among other things, general
economic and market factors, competition, changes in government regulation,
the availability of equity and debt financing and reliance on key personnel.
There can be no assurances that forwardlooking statements will prove to be
accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. The cautionary statements
qualify all forward-looking statements attributable to the Corporation and
persons acting on its behalf. Unless otherwise stated, all forward looking
statements speak only as of the date of this Press Release and the Corporation
has no obligation to update such statements except as required by law.
For further information:
For further information: Frank Coleman, President & Chief Executive
Officer, Humber Capital Corporation, (709) 637-6671