Black Birch Capital Acquisition III Corp. Provides Further Update on Proposed Qualifying Transaction

October 15, 2014 10:41 AM EDT | Source: Black Birch Capital Acquisition III Corp.

Toronto, Ontario--(Newsfile Corp. - October 15, 2014) - Further to its press releases issued on August 8, 2013, December 19, 2013 and May 27, 2014, Black Birch Capital Acquisition III Corp. (TSXV: BBC.P) ("Black Birch" or the "Company") wishes to provide a further update regarding its proposed qualifying transaction (the "Qualifying Transaction") with Daymak Inc. ("Daymak").

The Company is pleased to advise that, in connection with its previously announced financing (the "QT Financing"), an updated preliminary prospectus (the "Preliminary Prospectus") was filed by the Company with the securities commissions in British Columbia, Alberta and Ontario on October 3, 2014. Pursuant to the QT Financing, the Company proposes to issue a minimum of 7,500,000 units of Black Birch (each a "Unit") and a maximum of 12,500,000 Units at $0.40 per Unit for minimum aggregate gross proceeds of $3,000,000 and maximum aggregate gross proceeds of $5,000,000. Each Unit consists of one common share of Black Birch (each a "Common Share") and one-half of one warrant. Each warrant is exercisable for one Common Share for a period of 24 months from the closing of the QT Financing at an exercise price of $0.50 per Common Share.

The Company has engaged Jacob Securities Inc. as exclusive agent to conduct the QT Financing on a commercially reasonable efforts basis. The QT Financing is a condition precedent to the completion of the Qualifying Transaction and is expected to be completed immediately prior to the completion of the Qualifying Transaction.

Completion of the Qualifying Transaction remains subject to a number of conditions precedent, including acceptance by the TSX Venture Exchange (the "TSXV"). The Company has applied for and obtained TSXV conditional approval for the Qualifying Transaction.

A copy of the Preliminary Prospectus may be obtained from the Company's SEDAR profile at www.sedar.com. The Preliminary Prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the securities offered until a receipt for the final prospectus has been issued.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Further Information

For further information regarding the QT Financing and the Qualifying Transaction, please contact:

Black Birch Capital Acquisition III Corp.

Paul Haber, Chief Executive Officer, Chief Financial Officer and Corporate Secretary
Telephone: 416-318-6501
Facsimile: 416-915-4265
Email: phaber@blackbirchcap.com

Daymak Inc.

Aldo Baiocchi, Vice President
Telephone: 416-658-3993 ext. 201
Facsimile: 416-749-3424
Email: aldob@daymak.com

The TSXV has in no way passed upon the merits of the Qualifying Transaction. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Certain portions of this press release contain forward-looking statements. Such forward-looking statements include but are not limited to statements concerning the QT Financing and the Qualifying Transaction. These statements are based on current expectations that are subject to risks, uncertainties and assumptions and the Company can give no assurance that these expectations are correct. Actual results may differ materially from those currently anticipated for various reasons generally beyond the control of the Company, including but not limited to, the ability of the Company or Daymak satisfy all conditions precedent to the completion of the QT Financing and the Qualifying Transaction, including receipt of all corporate and regulatory approvals and completion of satisfactory due diligence. Additional important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements are detailed from time to time in the Company's periodic reports filed with the Ontario Securities Commission and other regulatory authorities. The Company has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws. Forward-looking statements in this press release describe the Company's expectations as of date hereof.

Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

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