TORONTO, Nov. 14 /CNW/ - JM Capital Corp. ("JMC") (TSX-V:JMC.P) announced
today that it has entered into an agreement in principal with Tekion Inc.
("Tekion"), in respect of a proposed "qualifying transaction" for the purposes
of the policies of the TSX Venture Exchange (the "Exchange").
Under the letter of intent it is proposed that JMC, a capital pool
company listed on the Exchange, will acquire all of the issued and outstanding
securities of Tekion or complete some other form of transaction that has the
same effect. Shares of Tekion will be exchanged for shares of JMC such that
following the exchange, current holders of JMC shares will hold approximately
8% of the JMC shares and current holders of Tekion shares will hold
approximately 92% of the JMC shares.
Concurrently with the closing of the qualifying transaction the resulting
issuer intends to complete an equity private placement financing raising gross
proceeds to JMC of a minimum of $6,000,000.
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.
Tekion, based in Burnaby, British Columbia (www.tekion.com) is currently
developing a micro fuel cell that will be used to power cell phones, laptop
computers and other mobile devices. By integrating advanced battery technology
with a unique micro fuel cell technology, Tekion is creating a new "personal
power source". Known as a Formira(TM) Power Pack, this new power source is
capable of fitting inside your mobile device.
A press release with further particulars relating to the proposed
transaction will follow in accordance with the policies of the Exchange.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement 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 the securities of a capital pool company should be considered
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. The TSX Venture Exchange Inc. does not
accept responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements that are based
on JMC's expectations, estimates and projections regarding its business and
the economic environment in which it operates. These statements are not
guarantees of future performance and involve risks and uncertainties that are
difficult to control or predict. Therefore, actual outcomes and results may
differ materially from those expressed in these forward-looking statements and
readers should not place undue reliance on such statements. Statements speak
only as of the date on which they are made, and JMC undertakes no obligation
to update them publicly to reflect new information or the occurrence of future
events or circumstances.
For further information:
For further information: Jay Freeman, Chief Executive Officer, JM
Capital Corp., (416) 972-6197