TORONTO, Oct. 27 /CNW/ - Valucap Investments Inc. (V.H-NEX) wishes to
announce that it has closed its previously announced settlement of certain
debts of the Corporation for equity on October 24, 2008. Seaquest Corporation
settled $34,000 of existing debt in exchange for 425,000 units of Valucap at a
deemed value of $0.08 per unit. Each unit is comprised of one common share and
one common share purchase warrant entitling the holder thereof to buy an
additional common share at an exercise price of $0.11 per share for a period
of 24 months (12 months in the event that Valucap's common shares do not
commence trading on the TSX Venture Exchange within 12 months). The debt owed
to Seaquest was secured by a promissory note of Valucap due on 30 days demand.
Additionally, Jeffrey S. Watts, Magaly Bianchini and Cynthia Lewis,
directors of Valucap, or companies controlled by them, settled $86,000 of
outstanding directors' fees and management services fees in exchange for
1,075,000 common shares. The common shares were issued at the deemed value of
$0.08 per share.
As previously announced, Valucap also intends to settle the remaining
debt owed to Seaquest. Specifically, Seaquest has agreed to settle $106,622
outstanding under the promissory note in exchange for 1,332,775 units at a
deemed value of $0.08 per unit. The settlement of the remaining debt is
subject to approval of Valucap's shareholders at its annual and special
meeting of shareholders to be held on Monday, November 24, 2008 at 9:00 am.
Details concerning this transaction will be set forth in Valucap's information
circular to be delivered in connection with the Valucap shareholders' meeting.
The debt settlement was a related party transaction under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special
Transactions as certain directors of Valucap received common shares in
settlement of debts owed to them or companies controlled by them. The debt
settlement is exempt from the related party valuation and minority
securityholder approval requirements of MI 61-101 on the basis that the fair
market value of the transaction is less than $2,500,000, and Valucap has an
independent, non-employee director who approved the transaction.
The units and common shares were issued pursuant to applicable prospectus
and registration exemptions and are subject to a four-month hold period. The
units issued to Seaquest are being held in escrow pending approval of the TSX
Venture Exchange. Settlement of the remaining outstanding debt is subject to
approval of the TSX Venture Exchange and Valucap's shareholders and is
expected to close as soon as possible after the Valucap shareholders' meeting.
Valucap is an investment issuer and is interested in making investments
in emerging technologies and markets. Valucap intends to become a leading
small cap Canadian equity company that specializes in investing in
commercialized and undercapitalized companies that have high growth potential.
Specifically, Valucap seeks to generate above average investment returns on
its capital by providing "transaction driven" growth capital to micro and
small cap companies which operate within preferred industry sector
classifications. The common shares of Valucap are currently listed on the NEX.
It is contemplated that the common shares of Valucap will graduate to the tier
2 of the TSX Venture Exchange following the Valucap shareholders' meeting.
This press release includes certain "Forward-Looking Statements." All
statements, other than statements of historical fact, included herein,
including without limitation, statements regarding future plans and objectives
of Valucap, are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ materially from
those anticipated in such statements.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information:
For further information: Valucap Investments Inc.: Jeffrey S. Watts,
President and Chief Executive Officer, Tel: (416) 364-2591, Email: