VANCOUVER, Dec. 22 /CNW/ - Palatine Capital Corp. (TSX VENTURE EXCHANGE: "PLN.P") ("Palatine" or the "Company") reports that, in connection with a Qualifying Transaction ("QT") pursuant to Exchange Policy 2.4, between Palatine and Pypeline Health Inc. dba Digital Shelf Space, companies controlled by James Henderson, namely, Transocean Asset Development Pty Limited of Sydney, Australia, Transocean Nominees Pty Ltd. of Sydney, Australia, and Jalonex Investments Pty Ltd. of Sydney, Australia, each acquired 9,527,869, 1,075,000 and 1,856,562 common shares of the Company, constituting approximately 21.56%, 2.43%, and 4.20% of the issued and outstanding common shares of the Company, respectively. In addition, the Company granted James Henderson 750,000 stock options to purchase up to an aggregate of 750,000 common shares of the Company at an exercise price of $0.15 per share for a period of 5 years from the closing date of the QT, in exchange for James Henderson agreeing to remain as a director of the Company's wholly owned subsidiary Pypeline Health Inc.
Also in connection with the QT, Jeffrey Sharpe, Chief Executive Officer and a director of the Company, acquired 4,002,424 shares, or approximately 9.06% of the issued and outstanding common shares of the Company. In addition, concurrent with the closing of the QT, the Company has granted incentive stock options to Jeffrey Sharpe under a stock option plan, and for agreeing to serve on the Company's Audit Committee and Corporate Governance Committee, to purchase up to an aggregate of 950,000 common shares of the Company at an exercise price of $0.15 per share for a period of 5 years from the closing date of the QT. Additionally, through 50% ownership in No Excuse Inc., Jeffrey Sharpe has control over a further 166,667 common shares of the Company and 83,334 QT Financing warrants entitling him to acquire additional 83,334 common shares in the Company for a period of 24 months from the closing date of the QT at a price of $0.25 per share. Should Jeffrey Sharpe choose to exercise all of the 950,000 options and the 83,334 QT Financing warrants, he will hold and/or have control over 5,202,425 shares, or approximately 11.50% of the issued and outstanding shares of the Company, on a partially diluted basis.
The Company understands that neither James Henderson nor Jeffrey Sharpe acts jointly or in concert with any other person and that each acquired the securities for investment purposes. The Company understands that both James Henderson and Jeffrey Sharpe have no present intention to acquire further securities of the Company, although they may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the Early Warning Report filed with the applicable securities regulators regarding the QT and related transactions is available on SEDAR (www.sedar.com). A copy of the Early Warning Report and further information may also be obtained by contacting Jeffrey Sharpe, CEO of the Company, at (604) 736-7977.
ON BEHALF OF THE BOARD
Chief Executive Officer
The TSX Venture 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.
For further information: For further information:
Investor relations contact:
Tel: (604) 736-7977 Email jeff[at]digitalshelfspace.com