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TSX VENTURE EXCHANGE: JV.P
TORONTO, May 17 /CNW/ - J5 Acquisition Corp. ("J5"), has entered into a letter of intent dated May 14, 2010 with Riverbank Power Corporation ("Riverbank") to complete a going public transaction for Riverbank (the "Proposed Transaction") by way of a reverse take over of J5, a capital pool company listed on the TSX Venture Exchange (the "Exchange").
In conjunction with the Proposed Transaction, Riverbank intends to (i) acquire all of the issued and outstanding capital stock of Symbiotics Energy Corp. ("Symbiotics") and (ii) complete a private placement (the "Private Placement") of not less than $20 million.
Riverbank is a hydro energy company whose goal is to become a leader in the production and storage of power. Riverbank is rapidly assembling a global portfolio of hydro assets, highlighted by a core group of producing facilities and a broad pipeline of later-stage, permitted development projects. Riverbank is led by a proven energy developer, Mr. John Douglas, who co-founded Ventus Energy Inc. in 2004 to develop wind farms in Canada, which was acquired by GDF Suez for $140 million in 2007. Mr. Douglas also co-founded Transmission Developers Inc., which is developing the Champlain-Hudson Power Express, an innovative underwater High Voltage direct current (HVdc) transmission cable between Montreal and New York City.
Symbiotics, a prominent hydro developer with over thirty years of experience licensing hydro projects in the United States, has been developing low-impact hydroelectric projects since 2001 to meet growing demand for renewable energy. Symbiotics specializes in run-of-river retrofit and closed loop pumped storage projects and was formed by merging the resources and expertise of two successful companies: Ecosystems Research Institute and Northwest Power Services.
If completed, the Proposed Transaction will constitute J5's Qualifying Transaction as defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.
Completion of the transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of a definitive agreement in respect of the Proposed Transaction, Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. The Proposed Transaction is also conditional on the completion of the merger of Riverbank and Symbiotics. Symbiotics and Riverbank have to date entered into a letter of intent with respect to their merger. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement of J5 to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Notice on forward-looking statements:
This release includes forward-looking statements regarding J5, Riverbank and their respective businesses. Such statements are based on management's current expectations. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction between J5 and Riverbank and the Private Placement, may not occur and actual operating results could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the alternative energy industry, environmental risks, and risks associated with growth and competition. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and J5 undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
J5 is a capital pool company governed by the policies of the Exchange. J5's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. For further information please contact Ronald D. Schmeichel, CEO of J5 at 416-972-6294.
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 J5 ACQUISITION CORP.
For further information: For further information: Ronald D. Schmeichel, CEO of J5 at (416) 972-6294