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TORONTO, Jan. 31 /CNW/ - Foxpoint Capital Corp. ("Foxpoint" or the "Corporation") (TSX-V: FXC.P), a capital pool company, announces that it has entered
into an amendment to its previously announced non-binding letter of
intent dated November 8, 2010 with Touchstone Investment Holdings
Limited, extending the term of the letter of intent to April 30, 2011.
The parties are progressing the final structuring and the execution of a
definitive business combination agreement for the transaction which is
proposed to be structured as a merger (the "Merger") between Touchstone and a wholly-owned subsidiary of Foxpoint.
Touchstone is incorporated under the laws of the British Virgin Islands
and is the 100% indirect owner of the Rio Pescado gold property located
The Corporation intends for the proposed Merger to constitute the
"Qualifying Transaction" of the Corporation as such term is defined in
the policies of the TSX Venture Exchange (the "Exchange").
Refer to our press release of November 8, 2010 for further information.
Other Information and Updates
The Corporation's shares are currently listed for trading on the
Exchange. However, the Corporation's shares are currently halted from
trading and will remain halted pending, among other things, release of
more fulsome disclosure regarding the transaction and the satisfaction
of the Exchange's requirements. There can be no assurance that trading
in the Corporation's shares will resume prior to the completion of the
transaction. The Corporation will provide further details in respect
of the proposed transaction in due course by way of press release.
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future events
or future performance. The use of any of the words "could", "intend",
"expect", "believe", "will", "projected", "estimated" and similar
expressions and statements relating to matters that are not historical
facts are intended to identify forward-looking information and are
based on the Corporation's current belief or assumptions as to the
outcome and timing of such future events. Actual future results may
differ materially. In particular, this release contains
forward-looking information relating to the intention of the parties to
enter into the Business Combination Agreement, completion of the
Private Placement and the Merger and the completion of a technical
report. Various assumptions or factors are typically applied in
drawing conclusions or making the forecasts or projections set out in
forward-looking information. Those assumptions and factors are based on
information currently available to the Corporation. The material
factors and assumptions include the parties to the Business Combination
Agreement being able to obtain the necessary director, shareholder and
regulatory approvals; Exchange policies not changing; completion of
satisfactory due diligence; no unforeseen circumstances with respect to
the technical report that would cause delay while the parties rectified
deficiencies. Risk Factors that could cause actual results or outcomes
to differ materially from the results expressed or implied by
forward-looking information include, among other things: conditions
imposed by the Exchange, the failure to obtain the required directors'
and shareholders' approvals; changes in tax laws, general economic and
business conditions; and changes in the regulatory regulation. The
Corporation cautions the reader that the above list of risk factors is
not exhaustive. The forward-looking information contained in this
release is made as of the date hereof and the Corporation is not
obligated to update or revise any forward-looking information, whether
as a result of new information, future events or otherwise, except as
required by applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, investors should not
place undue reliance on forward-looking information. The foregoing
statements expressly qualify any forward-looking information contained
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable
pursuant to Exchange Requirements, 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 all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the Merger, any information released or received with respect to
the Merger 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 Merger and associated transactions and has neither
approved nor disapproved of the contents of this press release.
SOURCE Foxpoint Capital Corp.
For further information:
Foxpoint Capital Corp.
Fraser Buchan: President, CEO