Agreement and Terms of Offering
VANCOUVER, Nov. 21 /CNW/ - Holcot Capital Corp. ("Holcot" or the
"Corporation") is pleased to announce that, further to Holcot's announcement
on August 3, 2007 in respect of the proposed qualifying transaction (the
"Qualifying Transaction") with Goldmember Ventures Corp. ("Goldmember"),
Holcot, 0807933 B.C. Ltd. (a wholly-owned subsidiary of Holcot) ("Holcot
Subco") and Goldmember have entered into a formal amalgamation agreement for a
statutory amalgamation of Holcot Subco with Goldmember. Under the
amalgamation, Holcot has agreed to issue, subject to a number of conditions,
an aggregate of 18,580,121 common shares in consideration for all of the
issued and outstanding shares of Goldmember.
Holcot has entered into a letter agreement with Becher McMahon Capital
Markets Inc. (the "Agent") pursuant to which the Agent has agreed, on a "best
efforts" basis, to arrange for purchasers of a minimum of 1,333,334 units of
Holcot (the "Units") and a minimum of 2,222,222 flow-through units of Holcot
(the "FT Units") and up to a maximum of 2,000,000 Units and up to a maximum of
3,333,333 FT Units for minimum gross proceeds of $2,000,000 and maximum gross
proceeds of $3,000,000 pursuant to a private placement (the "Offering"). Each
Unit will be offered at a price of $0.50 and will consist of one common share
and one-half of one common share purchase warrant. Each whole warrant will
entitle the holder to purchase one common share at a price of $0.60 per share
for a period of twenty-four (24) months following the closing of the Offering.
Each FT Unit will be offered at a price of $0.60 and will consist of one
flow-through common share of Holcot (within the meaning of Section 66(15) of
the Income Tax Act (Canada)) and one-half of one common share purchase
warrant. Each whole warrant will entitle the holder to purchase one
non-flow-through common share of Holcot at a price of $0.70 per share for a
period of twenty-four (24) months following the closing of the Offering.
The Agent will be paid a cash commission of 8% of the gross proceeds of
the Offering and will also be issued a compensation option entitling it to
purchase that number of Units as is equal to 10% of the number of Units sold
pursuant to the Offering, exercisable for a period of twenty-four (24) months
following the closing of the Offering at a price of $0.50 per Unit. The Agent
will also be issued a compensation warrant entitling it to purchase that
number of non-flow-through common shares of Holcot as is equal to 10% of the
number of FT Units sold pursuant to the Offering, exercisable for a period of
twenty-four (24) months following the closing of the Offering at a price of
$0.60 per share.
The Offering is expected to close on or before December 28, 2007,
immediately following the closing of the Qualifying Transaction. The closing
of the Qualifying Transaction is subject to a number of conditions including,
but not limited to, approval of the TSX Venture Exchange (the "Exchange").
The Corporation intends to use the proceeds from the flow-through common
shares to incur Canadian exploration expenses as defined in the Income Tax Act
(Canada) on its properties, which the Corporation will own and operate through
its wholly-owned subsidiary Goldmember Ventures Corp. upon completion of the
Qualifying Transaction, and to use the remaining net proceeds of the Offering
to fund its exploration programs on the properties and for general working
As a result of the Offering, the private placement between Goldmember and
the Agent announced in the Corporation's news release on July 30, 2007 has
Completion of the Offering is subject to a number of conditions
including, but not limited to, Exchange acceptance. Where applicable, the
Offering cannot close until the required shareholder approval is obtained.
There can be no assurance that the Offering will be completed as proposed or
at all. Investors are cautioned that, except as disclosed in the filing
statement to be prepared in connection with the Qualifying Transaction, any
information released or received with respect to the Qualifying Transaction
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 transaction and has neither approved nor disapproved the contents of
this press release.
ON BEHALF OF THE BOARD OF DIRECTORS
Bipinchandra A. Ghelani, President
Certain statements contained in this news release constitute
forward-looking statements. Such forward-looking statements involve a number
of known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Corporation's plans to
differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date the statements were made.
This news release shall not constitute an offer to sell at the
solicitation of an offer to buy any of the securities in any jurisdiction. The
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended or any state securities laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirement.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS
For further information:
For further information: Bipinchandra A. Ghelani, President, Phone: