Valucap announces non-brokered private placement and unit-for-debt settlement



    TORONTO, Oct. 16 /CNW/ - Valucap Investments Inc. (V.H-NEX) wishes to
announce that it intends to raise up to $1,000,000 by way of a non-brokered
private placement of up to 12,500,000 Units of Valucap at a price of $0.08 per
Unit. Each Unit consists of one common share and one common share purchase
warrant. Each warrant entitles the holder to purchase one additional common
share of Valucap at a price of $0.11 for a period of 24 months, provided that
Valucap graduates to the TSX Venture Exchange within 12 months, or a period of
12 months if Valucap does not graduate to the TSX Venture Exchange. The
proceeds from the offering will be used for potential acquisitions of
securities in undercapitalized and/or underperforming companies and for
general working capital purposes.
    Jeffrey S. Watts, Magaly Bianchini and Cynthia Lewis, directors of
Valucap, have agreed to settle $118,750.40 of outstanding fees for services
owed to them, or to services companies controlled by them, in exchange for
1,484,380 Units. Additionally, Seaquest Corporation has agreed to settle
$42,875.20 of existing debt owed by Valucap in exchange for 535,940 Units. The
debt owed to Seaquest is currently secured by a promissory note of Valucap due
on 30 days demand. Units will be issued in the debt settlement at the deemed
value of $0.08 per Unit and such Units will have the same attributes as those
issued in the private placement.
    Valucap also intends to settle the remaining $362,001.60 of outstanding
fees for services provided by management and the directors of Valucap in
exchange for 4,525,019 Units and the remaining $97,746.80 owed to Seaquest in
exchange for 1,221,835 Units, in each case at a deemed value of $0.08 per
Unit. The settlement of these debts 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 is a related party transaction under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special
Transactions as certain recipients of the Units for debt are directors of
Valucap or companies controlled by directors of Valucap. 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 has approved the transaction.
    The Units will be issued pursuant to applicable prospectus and
registration exemptions and will be subject to a four-month hold period. The
offering and the initial debt settlement are subject to approval of the TSX
Venture Exchange and are each expected to close on or about October 24, 2008.
Settlement of the remaining outstanding debt is also subject to approval of
the TSX Venture Exchange and is expected to close as soon as possible after
the Valucap shareholders' meeting.

    About Valucap

    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:
jwatts@valucap.ca

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VALUCAP INVESTMENTS INC.

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