TSX Venture Exchange Trading Symbol: PLN.P
VANCOUVER, June 14 /CNW/ - Palatine Capital Corp. ("Palatine" or "PLN") is pleased to announce that it has entered into a Letter of Intent dated June 13, 2010 with Pypeline Health Inc. ("Pypeline"), a private company involved in the online video retail business under the name "Digital Shelf Space".
Pursuant to the Letter of Intent, Palatine will acquire all of the issued and outstanding shares of Pypeline and in exchange issue Pypeline shareholders sufficient shares such that current Palatine shareholders will own 25% of the resulting entity and current Pypeline shareholders own 75% of the resulting entity, before giving effect to transaction financing of not less than $1,000,000. In addition, Pypeline may complete a pre-closing equity financing which will affect the final percentage interests.
Subject to TSX Venture Exchange (the "Exchange") approval, the transaction will constitute the Company's "Qualifying Transaction" (the "QT") pursuant to Policy 2.4 of the Exchange.
The QT is expressly subject to:
(a) board approval by Palatine and Pypeline;
(b) approval of the Exchange and other regulatory bodies;
(c) a satisfactory due diligence review of the business of Pypeline by
(d) the settlement by Pypeline of all of its outstanding debts;
(e) the negotiation, execution, and delivery of a definitive agreement
for the QT; and
(f) the completion of a financing of no less than $1,000,000.
Currently Palatine has 7,000,000 common shares issued and outstanding. Upon closing of the QT, Palatine will have 28,000,000 common shares issued and outstanding without taking into account anticipated financings. Palatine currently has 700,000 incentive stock options outstanding but will cancel 500,000 of them in connection with the QT.
Trading in PLN will remain halted until completion of the QT or the filing of satisfactory documentation with the Exchange. A subsequent news release will be issued to provide additional information regarding Pypeline, including financial, insider, and ownership information, in accordance the Exchange's policies.
On behalf of the Board of Directors
Thomas Lamb, Director and CEO
The Company completed its initial public offering in May, 2010 and is designated as a Capital Pool Company by the Exchange. The Company has not commenced commercial operations and has no assets other than cash. For further information regarding the Company, see the Company's profile on SEDAR at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all. 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 by considered highly speculative.
Neither the 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 PALATINE CAPITAL CORP.
For further information: For further information: Thomas Lamb at 604-762-8682, E-mail: email@example.com