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TORONTO, Nov. 9, 2012 /CNW/ - Rockstar Capital Corp. (TSXV: ROC.P) ("Rockstar") is pleased to announce that, following the TSX Venture Exchange's
(the "TSXV") conditional acceptance of its previously announced qualifying
transaction (the "Proposed Transaction"), which, upon completion, will result in a reverse take-over of
Rockstar by the shareholders of First Global Data Corp. ("First Global"), Rockstar has now filed the filing statement for the Proposed
Transaction on SEDAR.
As disclosed in a press release dated April 17, 2012, Rockstar and First
Global entered into an amalgamation agreement (the "Definitive Agreement") in respect of the Proposed Transaction. The Definitive Agreement,
which was negotiated at arm's length and is effective as of April 4,
2012, was amended to, amongst other things: (i) reflect the issuance of
First Global class B shares, First Global series H debenture finder's
fees and warrants, and series J debentures and warrants; (ii) update
the aggregate amounts and conversion price of First Global debentures;
and (iii) change the number of units issued and the aggregate gross
proceeds raised pursuant to the brokered private placement of First
Global. All of the other terms of the initial Definitive Agreement
remain valid and in effect. It is anticipated that the Proposed
Transaction will close on or about November 21, 2012.
In accordance with TSXV policies, the common shares of Rockstar are
currently halted from trading, and it is intended that they will remain
halted until completion of the Proposed Transaction. Upon completion of
the Proposed Transaction, the resulting issuer, to be named "First
Global Data Limited", is expected to be listed on the TSXV as a Tier 2
Reference is also made to Rockstar's press release dated November 1,
2011 for additional details relating to Rockstar, First Global and the
All information contained in this press release with respect to Rockstar
and First Global was supplied by the parties respectively, for
inclusion herein, and each party and its directors and officers have
relied on the other party for any information concerning the other
Completion of the transaction is subject to a number of conditions,
including but not limited to, TSXV final acceptance and, if applicable,
pursuant to the requirements of the TSXV, 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
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 highly speculative.
The TSX Venture Exchange Inc. 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 TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news
release includes certain "forward-looking statements" under applicable
Canadian securities legislation. Forward-looking statements include,
but are not limited to, statements with respect to: the terms and
conditions of the Proposed Transaction; future exploration and testing;
use of funds; and the business and operations of the resulting issuer
after the Proposed Transaction. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown risks,
uncertainties, and other factors which may cause the actual results and
future events to differ materially from those expressed or implied by
such forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; delay or failure to receive board, shareholder or
regulatory approvals; and the results of current exploration and
testing. There can be no assurance that such 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.
Rockstar and First Global disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
SOURCE: Rockstar Capital Corp.
For further information:
For further information regarding the Proposed Transaction, please contact:
Jesse Kaplan, Chief Executive Officer and Corporate Secretary, Rockstar Capital Corp.
Andre Itwaru, Chairman, President and Chief Executive Officer, First Global Data Corp.