Raptor Capital Corporation announces restructuring transactions



    CALGARY, Jan. 8 /CNW/ - Raptor Capital Corporation ("Raptor" or the
"Corporation") (NEX: RCP.H) is pleased to announce that it is proposing,
subject to the approval of its shareholders and the TSX Venture Exchange and
NEX, to conduct a corporate reorganization. The reorganization would involve
(a) a change of name of the Corporation from Raptor Capital Corporation to
"Valparaiso Energy Inc."; (b) a consolidation of the outstanding shares of the
Corporation on a 20:1 basis (the "Consolidation"); and (c) the issuance of
additional common shares for several shares for debt transactions. A special
meeting of shareholders to approve the aforementioned matters as well as other
special items of business has been called by the Corporation and will be held
on January 30, 2009. An information circular relating to the special meeting
has been mailed to shareholders and can also be located on SEDAR at
www.sedar.com.
    The Corporation currently has 84,643,303 common shares outstanding. If
the proposed consolidation is approved by the shareholders and the TSX Venture
Exchange and NEX, there would be 4,232,165 post-consolidation common shares
(the "Post-Consolidation Common Shares") issued and outstanding. Shareholders
will be given the opportunity to consider the Consolidation at the
Corporation's upcoming special shareholders' meeting scheduled for January 30,
2009.
    The Corporation also intends to pursue its previously announced issuance
of shares as settlement with certain debenture and loan holders (the "Shares
for Debt Transactions"). The total amount of debt to be settled at a proposed
post-Consolidation conversion price of $0.15 is $395,000 in principal and
$149,926 in interest estimated as at September 30, 2008 for a total of
$544,926, resulting in a total issuance, on a post-consolidation basis, of
3,632,837 Post-Consolidation Common Shares. $245,000 of the principal amount
is due to holders of 10% convertible debentures of the Corporation, and
$150,000 of the principal amount is due to other debt holders, including
$100,000 payable to the holder of a demand debenture.
    The Corporation also proposes to settle certain debt owing to holders of
promissory notes at a deemed post-Consolidation price per common share of
$0.105, for a principal amount owing of $302,500, plus interest of $10,876
estimated as at September 30, 2008, for a total issuance of 2,984,529
Post-Consolidation Common Shares.
    The aggregate number of shares that would be issued pursuant to Shares
for Debt Transaction should these transactions receive the requisite
shareholder approval would be 6,617,366 Post-Consolidation Common Shares,
representing in aggregate approximately 61% of the issued and outstanding
common shares of the Corporation after the Consolidation. The NEX has
conditionally approved the Shares for Debt Transactions, subject to approval
from the Corporation's shareholders of the Consolidation and the Shares for
Debt Transactions.
    Insiders of the Corporation would receive an aggregate of 3,270,997
Post-Consolidation Common Shares of the Corporation pursuant to the proposed
Shares for Debt Transaction, representing in aggregate 30.15% of the total
Post-Consolidation Common Shares of the Corporation, and collectively with
their current shareholdings, insiders of the Corporation will own and control
43.41% of the Post-Consolidation Common Shares of the Corporation. The
Corporation has determined that it is exempt from the requirement to obtain an
independent valuation of the Shares for Debt Transactions as no securities of
the Corporation are listed on the Toronto Stock Exchange, the New York Stock
Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock
exchange outside of Canada and the United States. The Corporation is seeking
disinterested shareholder approval for the proposed Shares for Debt
Transactions at its upcoming special shareholders' meeting scheduled for
January 30, 2009. An information circular relating to the special meeting has
been mailed to shareholders can also be located on SEDAR at www.sedar.com.

    
    This news release may contain certain forward-looking statements that
    reflect the current views and/or expectations of Raptor Capital
    Corporation with respect to its performance, business and future events.
    Such statements are subject to a number of risks, uncertainties and
    assumptions. Specifically, certain of the transactions referenced herein
    are subject to regulatory and/or shareholder approval, and there can be
    no guarantee that such approvals will be received, in a timely manner or
    at all. Actual results and events may vary.

    THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
    RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
    

    %SEDAR: 00009590E




For further information:

For further information: William J. Wylie, Raptor Capital Corporation,
T: (403) 266-5515 (Ext. 4), E: Bill@raptap.com

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RAPTOR CAPITAL CORPORATION

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