/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/
- Closes OPE Group Acquisition and Private Placement -
- VenPath Investments Inc. Renamed as OPE Holdings Ltd. -
- Issues New Stock Options to Directors, Officers and Employees -
- Receives Final Listing Approval for Transaction from TSXV -
- Common Shares to Re-Commence Trading on the TSXV Under Symbol "OPE" -
CALGARY, Nov. 7 /CNW/ - OPE Holdings Ltd. (formerly VenPath Investments
Inc.) (the "Corporation") is pleased to announce it has completed its
previously-announced private placement through FirstEnergy Capital Corp. for
the maximum of 22,000,000 common shares from treasury at a price of
US$0.60 per share for gross proceeds to the Corporation of US$13,200,000. The
private placement was completed on October 30, 2007.
Using the proceeds from the private placement, the Corporation acquired
100% of the outstanding interest in OPE, Inc. and OPE International, LP
(collectively, the "OPE Group") based in Houston, Texas. The acquisition of
the OPE Group was approved by shareholders of the Corporation by way of
written consent by the majority shareholder and was closed in accordance with
the previously disclosed terms, resulting in the issuance of 32,222,315 common
shares of the Corporation from treasury and the payment of US$7,775,000 cash
to the former stakeholders of the OPE Group. Of the 32,222,315 common shares
of the Corporation issued from treasury, 31,926,406 are held in escrow and
will be released in equal tranches of 25% over an eighteen-month period. The
acquisition of the OPE Group was completed effective October 31, 2007.
Details of the private placement and the acquisition of the OPE Group
were previously disclosed in the Corporation's Filing Statement dated August
20, 2007, and Filing Statement Supplement dated October 12, 2007, both of
which were filed by the Corporation on www.sedar.com.
The common shares of the Corporation issued in connection with the
private placement are subject to a minimum four-month hold period under
Canadian securities laws that expires on March 1, 2008. Purchasers of common
shares who reside outside of Canada may also be subject to additional, longer
hold periods or restricted periods and should consult their own legal advisors
prior to disposing any common shares acquired in the private placement.
FirstEnergy Capital Corp. earned an agent's fee of US$858,000 in
connection with the private placement and the Corporation issued
100,000 warrants to FirstEnergy Community Foundation. Upon exercise each
warrant entitles the charity to acquire one common share of the Corporation at
any time up to 5:00 pm on October 30, 2010 at an exercise price of US$0.60 per
The Corporation also announces that it has formally changed its name to
"OPE Holdings Ltd." in conjunction with the closing of the acquisition of the
OPE Group. Approval for this name change was previously obtained from
shareholders at the last annual general and special meeting of the
In conjunction with the acquisition, Gary Quenan has been appointed as
Chairman, President and Chief Executive Officer of the Corporation, Richard
Haun has been appointed as Executive Vice President and Chief Technology
Officer of the Corporation, Dan Wilson has been appointed as Executive Vice
President and Secretary of the Corporation and Larry Aertker has been
appointed as Treasurer and Acting Chief Financial Officer of the Corporation.
The Board of Directors now consists of Gary Quenan, Richard Haun, Joseph
Lahey, Dan Wilson and Ian Dundas, with one remaining vacancy as a result of
the death of Richard Tingle. The Corporation is currently evaluating potential
candidates to fill the vacancy on the Board.
The Corporation also announces that it has issued 3,340,000 new stock
options to directors, officers and employees of the OPE Group in conjunction
with the closing of the acquisition of the OPE Group. The newly-issued options
will extend for ten years and are issued at an exercise price of US $0.60 per
share. A total of 75 individuals were granted stock options, with vesting
provisions ranging between one year and five years.
The TSX Venture Exchange has advised the Corporation that it has accepted
its final filing package with respect to the acquisition of the OPE Group and
the private placement and that the common shares of the Corporation will
re-commence trading on the TSX Venture Exchange on Friday, November 9, 2007.
The common shares will trade under the stock symbol "OPE". The Corporation has
become a domestic issuer under U.S. securities rules as a result of the
acquisition of the OPE Group.
Having completed the acquisition of the OPE Group and the private
placement, the Corporation will now focus on continuing to develop the
business of the OPE Group as set forth in the Filing Statement. Gary Quenan,
President and CEO, stated that "we have successfully achieved a significant
milestone in closing these transactions and the listing of the Corporation's
common shares on the TSX Venture Exchange. We are excited about the prospects
for our business growth and believe that going public in Canada on the TSX
Venture Exchange through this process will provide the best opportunity for
achieving our goals in the upcoming months and years. Our entire organization
is keen to move forward in continuing to build our engineering business and in
commercializing our proprietary technologies."
The common shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, or under any state
securities laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. This
release does not constitute an offer to sell or a solicitation to buy such
securities in the United States.
Trading of the securities of the Corporation should be considered highly
speculative. The TSXV has in no way passed upon the merits of the OPE Group
acquisition and has neither approved nor disapproved of this press release.
For further information:
For further information: L. Daniel Wilson, Executive Vice President of
the Corporation at (403) 358-1110 (phone), (403) 887-7703 (fax), or