Race Capital Corp. Announces Filing of Short Form Offering Document
Vancouver, British Columbia--(Newsfile Corp. - February 5, 2013) - RACE CAPITAL CORP. (“Race Capital”) (TSXV: RCE.P), a capital pool company, is pleased to announce that it has entered into an amended and restated agency agreement with Canaccord Genuity Corp. (“Canaccord”) in connection with a previously announced financing (the “Short Form Offering”) to be completed by way of a Short Form Offering Document in accordance with the rules of the TSX Venture Exchange (the “Exchange”).
Under the terms of the Agency Agreement, Canaccord has been appointed to act as Race Capital’s agent to raise, on a “commercially reasonable efforts” basis, gross proceeds of up to $1,750,000 through the issuance of 10,000,000 common shares in the capital of Race Capital (“Common Shares”) at a price of $0.175 per Common Share.
The closing of the Short Form Offering is conditional upon the Exchange’s conditional acceptance of the Qualifying Transaction, which was provided to Race Capital on August 22, 2012, and the concurrent completion of the Qualifying Transaction.
Race Capital intends to use the net proceeds from the Short Form Offering to complete the Qualifying Transaction, fund the proposed business plan of Naturally Splendid and for general working capital purposes.
The filing of the Short Form Offering Document with the Exchange will occur immediately after the issuance of this news release.
Race Capital is also pleased to announce that it has filed an amended and restated filing statement dated as of February 1, 2013 (the "Amended and Restated Filing Statement”) on SEDAR and may be viewed at www.sedar.com. The Amended and Restated Filing Statement describes Race Capital's proposed qualifying transaction (the "Qualifying Transaction"), as required by Policy 2.4 of the Exchange and as described in Race Capital's news release dated March 19, 2012.
About Race Capital
Race Capital was incorporated on December 21, 2010 and completed its initial public offering on August 10, 2011. Since the listing of its common shares on the Exchange, on August 15, 2011, Race Capital’s business has been restricted to the identification and evaluation of businesses for the purpose of completing its Qualifying Transaction. Upon completing the Qualifying Transaction, Race Capital expects to be listed as a Tier 2 Industrial Issuer on the TSX Venture Exchange.
For further information please contact:
Race Capital Corp.
Suite 605, 1166 Alberni Street
Vancouver, BC V6E 3Z3
Chuck Jenkins, CEO and CFO
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Race Capital cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Race Capital’s control. Such factors include, among other things: risks and uncertainties relating to Race Capital’s ability to complete the proposed Qualifying Transaction; and other risks and uncertainties, including those described in Race Capital’s Amended and Restated Filing Statement February 1, 2013 filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially form the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Race Capital undertakes no obligation to publicly update or revise forward-looking information.
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.
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 highly speculative.
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.
A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.
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.
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