TORONTO, Jan. 25 /CNW/ - Valucap Investments Inc. (TSXV: "V") ("Valucap") has acquired an option to purchase NorthStar Bancorp Limited's ("NorthStar") 23% equity interest in Elliptic Technologies Inc. ("Elliptic") for $429,011, being NorthStar's cost of acquiring that interest.  NorthStar acquired its holdings in Elliptic on July 23, 2010 as part of its acquisition of the portfolio assets of Axis Investment Funds Inc.  NorthStar has determined that Elliptic does not fit into its investment strategy, while Valucap has determined that Elliptic would be a good fit, subject to financing.

Elliptic, a private company based in Ottawa, Ontario, is a provider of embedded security solutions to information technology ("IT") hardware and semi-conductor customers in the U.S., Canada, Europe and Asia.  The company has patents and patent applications relating to the company's various products, which are designed for use with various devices, and is providing its services and products to customers in conjunction with leading industry players including ARM Holdings plc, MIPS Technologies, Inc., RSA, a division of EMC Corporation, Impinj Inc., Xilinx, Inc. and Faraday Technology Corporation, who supply complementary components.

"We believe that Elliptic fits into the Valucap strategy and provides significant growth potential in the highly important IT security market." said Jeffrey Watts, President and Chief Executive Officer of Valucap.

The exercise of the option is subject to the approval of the TSX Venture Exchange and receipt of sufficient funding.  Valucap has commenced a private placement of up to 50,000,000 units at $0.10 per unit (each unit consisting of one common share and one warrant to purchase one common share exercisable at a price of $0.16 for 18 months from its date of issue) to finance the exercise of this option and additional acquisitions in accordance with Valucap's investment strategy, the retirement of Valucap's outstanding debts, and working capital.  Completion of the private placement is subject to TSX Venture Exchange approval.  Although the acquisition of the Elliptic interest will be a "related party transaction" for Valucap, since NorthStar currently owns more than 20% of the outstanding shares of Valucap, Valucap will be exempt from the requirement to obtain a formal valuation of the Elliptic interest and minority shareholder approval by virtue of sections 5.5(a) and 5.7(a) of National Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, because neither the fair market value of the Ellptic interest nor the fair market value of the consideration payable for it by Valucap exceed 25% of Valucap's current market capitalization.  In connection with its acquisition of its interest in Elliptic, NorthStar obtained a formal valuation of the interest from Harris Brown & Partners Limited ("Harris Brown") dated July 23, 2010.  The method used by Harris Brown was to derive valuation metrics from the recent sale of Elliptic's primary competitor, and to apply the same to Elliptic's pre-tax operating income to determine an overall enterprise value for Elliptic, from which Harris Brown attributed a values to the interest being purchased, discounted to reflect Axis Investment Fund Inc.'s overall minority interest.  Subject to the analysis and the assumptions set out in its report, Harris Brown concluded that the fair market value of Axis Investment Fund Inc.'s interest in Elliptic was between approximately $300,000 and $430,000 as of March 31, 2010.

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 TSX Venture Exchange.

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.

Neither 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.

SOURCE Valucap Investments Inc.

For further information:

For additional information please contact Valucap Investments Inc.:

Jeffrey S. Watts
President and Chief Executive Officer
Tel: 1 (416) 364-2591

Profil de l'entreprise

Valucap Investments Inc.

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