/Not for distribution in the United States or through United States wire services./
CALGARY, March 2, 2012 /CNW/ - Valparaiso Energy Inc. (the "Corporation") (VPO.H) is pleased to announce that effective today, 9,468,703 common shares have been issued to holders of promissory notes to extinguish outstanding debt of the Corporation in the amount of $473,435 (the "Shares for Debt Transaction"), as previously disclosed in the Corporation's management information circular dated October 24, 2011 and as approved by the Corporation's shareholders at its annual general and special meeting held on November 24, 2011 and conditionally approved by the NEX. Pursuant to the Shares for Debt Transaction, 9,468,703 common shares were issued to promissory note holders at a deemed price of $0.05 per common share and covered principal and interest. Insiders received a total of 9,238,811 of the above shares.The common shares issued will be subject to a four-month hold period. After the issuance of common shares pursuant to the Shares for Debt Transaction, the Corporation has issued and outstanding 25,021,569 common shares.
The Corporation is further pleased to announce that effective today it had an interim closing of its previously announced non-brokered private placement (the "Offering") of Units (the "Units") at a price of $0.05 per Unit for gross proceeds of up to $600,000. Each Unit consists of one Common Share ("Common Share") and one share Purchase Warrant ("Warrant"). Each Warrant shall entitle the holders thereof to purchase an additional Common Share for a period of twelve (12) months from the closing date at a price of $0.10 per Common Share. The Units and underlying securities will be subject to a four-month hold period.
For this interim closing Valparaiso received subscriptions for an aggregate subscription amount of $240,000 for which 4,800,000 Common Shares and 4,800,000 Warrants were issued. Insiders subscribed for an aggregate of $125,000. Valparaiso has determined that an exemption from the valuation and minority approval requirements of the Ontario Securities Commission Rule 61-501 is available as the units offered pursuant to the private placement and the consideration received by Valparaiso from the insiders and related parties does not exceed $2,500,000, and because the fair market value of the consideration received from insiders does not exceed 25% of Valparaiso's market capitalization.
Valparaiso anticipates a further closing of Units in the near future.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
This news release may contain certain forward-looking statements that reflect the current views and/or expectations of Valparaiso Energy Inc., with respect to its performance, business and future events. Such statements are subject to a number of risks, uncertainties and assumptions. Specifically, certain of the transactions referenced herein are subject to regulatory approval, and there can be no guarantee that such approvals will be received, in a timely manner or at all. Actual results and events may vary.
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