MONTREAL, March 30 /CNW Telbec/ - SUB Capital Inc. ("SUB" or the "Corporation") (NEX: SUB.H), wishes to announce the closing, subject to TSX Venture Exchange (the "Exchange") approval, of its previously announced non-brokered private placement (the "Private Placement"). The Private Placement consists of the issuance of 6,011,078 units at a price of $0.09 per unit, for aggregate gross proceeds to the Corporation of $540,997.02. Each unit is comprised of one common share of the company and one full warrant entitling its holder to acquire one share of SUB for $0.125 for a period of 12 months following its issuance. A finder's fee, consisting of 489,463 common shares of SUB issued at a deemed price of $0.09 each, will be paid in connection with the Private Placement. Proceeds from the Private Placement will be used to pay off the Corporation's existing debts and to provide the Corporation with working capital to enable it to move forward and find and develop a new business.
An insider of the Corporation subscribed for a total of 825,333 units, in which event the Private Placement is a "related party transaction" as defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions ("MI 61-101"). However, the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any common shares issued to or the consideration paid by such person will exceed 25% of the Corporation's market capitalization, as per sections 5.5 and 5.7 of MI 61-101. The material change report in respect of this related party transaction was not able to be filed a minimum of 21 days before the close of the Private Placement, as stipulated in MI 61-101. However, due to the uncertainty of current market conditions, the Company considers the shortened timeframe reasonable and necessary in the present circumstances.
All of the securities issued pursuant to the Private Placement will be subject to a minimum four month hold period. The Private Placement and payment of the finder's fee are subject to acceptance by the Exchange
This press release contains "Forward-Looking Statements" pursuant to the securities legislation which are based on certain estimates and expectations. Statements which are not based on historical fact, in particular statements on management's views and expectations, are Forward-Looking Statements. These statements are subject to certain risks and uncertainties and the actual results could differ materially from those presented. The Corporation is under no obligation to update any Forward-Looking Statement to take into account any new information, future event or any other factor.
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 CAPITAL SUB INC.
For further information: For further information: Valier Boivin, Director, SUB Capital Inc., (514) 844-5468, firstname.lastname@example.org