VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 12, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
Benz Capital Corp. (TSX VENTURE:BZ.P) ("Benz" or the "Company"), a capital pool company, is pleased to announce that the non-brokered private placement for gross proceeds of $250,000, which the Company intends to complete concurrently with the closing of its proposed qualifying transaction (the "Qualifying Transaction"), has been fully subscribed (the "QT Financing").
The QT Financing will be comprised of units (each, a "Unit") at a price of $0.25 per Unit, each Unit consisting of one common share in the capital of the Company (each a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one Share (a "Warrant Share") at a price of $0.35 per Warrant Share for a period of 24 months following closing. The QT Financing will only close in conjunction with the completion of the Qualifying Transaction. The Company will not pay agent's commissions and/or finder's fees in connection with the QT Financing.
Completion of the QT Financing is a condition to closing of the Qualifying Transaction. Upon receipt of the required shareholder approval for the Qualifying Transaction and satisfaction of all remaining regulatory conditions, the Company expects to close the Qualifying Transaction on or about March 26, 2013.
Re-filing of Interim Financial Statements for the period ended October 31, 2012
The Company has filed amended interim condensed financial statements for the three and six months ended October 31, 2012 ("Amended Interim Financials"), and an amended Management's Discussion and Analysis for the quarter ended October 31, 2012 ("Amended MD&A"). The Amended Interim Financials include the correction in the Black-Scholes valuation of the stock options and agents options granted during the period then ended. The share price used to calculate the Black Scholes value of the options issued has been amended to reflect the closest value of the stock at the date of grant. The revised value for stock options and agent options granted is $33,000 and $10,000 respectively. In addition, an unrecorded liability for professional fees in the amount of $8,973 was recorded as an accrued liability.
The Amended Interim Financials and Amended MD&A are available on SEDAR at www.sedar.com.
About the Company
The Company is designated as a Capital Pool Company by the Exchange. The Company has not commenced commercial operations and has no assets other than cash. The only business of the Company is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies.
This news release contains statements about the Company's expectations regarding the completion of the QT Financing that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to complete the QT Financing or the Company's Qualifying Transaction. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
This news release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of the Company. The securities of the Company. have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and 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.
Investors are cautioned that, except as disclosed in the management information circular 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 highly speculative.