Foxpoint Capital Corp. Announces an Update with Respect to its Proposed Qualifying Transaction

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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 in Colombia.

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. 

Cautionary Statements

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 herein.

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
(416) 640-1933

Profil de l'entreprise

Foxpoint Capital Corp.

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