Dec 07, 2010
Alloy Capital Corp. Announces Filing Statement and Scheduled Closing Date for Qualifying Transaction
December 7, 2010 -- Calgary, Alberta: Alloy Capital Corp. ("Alloy" or the "Corporation") (TSX-V: AYL.P) is pleased to announce that a Filing Statement dated November 30, 2010 prepared in accordance with the requirements of the TSX Venture Exchange (the "Exchange") has been filed with the Exchange and the applicable Canadian securities regulators and is available under Alloy's corporate profile on SEDAR at www.sedar.com. The Qualifying Transaction consists of the acquisition (the "Acquisition") of Lancaster Exploration Limited ("Lancaster") from its sole shareholder, Leo Mining and Exploration Limited ("Leominex"). The Acquisition constitutes a reverse take-over by Leominex of the Corporation whereby Leominex shall become a controlling shareholder of the Corporation. Details of the Acquisition are set forth in the Filing Statement dated November 30, 2010 and press releases dated November 9, 2010 and August 26, 2010, copies of which can be obtained under Alloy's corporate profile on SEDAR at www.sedar.com.
The Corporation further announces that the Exchange has granted conditional approval in respect of the proposed Qualifying Transaction.
The Corporation has established December 15, 2010 as the date for the closing of the Qualifying Transaction and the concurrent brokered private placement financing, details of which are set forth in the Filing Statement dated November 30, 2010 and press release dated November 9, 2010, a copy of which can be obtained under Alloy's corporate profile on SEDAR at www.sedar.com (the "Financing"). The Financing will be co-lead by Byron Securities Limited and Haywood Securities Inc.
In accordance with the policies of the Exchange, the common shares of Alloy (the "Common Shares") are currently suspended from trading. It is expected that the Common Shares will be reinstated for trading on the Exchange, after all requirements of the Exchange have been satisfied, following completion of the Acquisition.
For further information contact:
Alloy Capital Corp.
David Berg President and Chief Executive Officer (403) 923-7716 [email protected]
Forward-Looking Information Cautionary Statement
This news release contains forward-looking statements relating to the Acquisition and the Financing, including the receipt of all necessary regulatory approvals, satisfaction of all other closing conditions in connection with both such transactions, the resumption of the trading in the Common Shares and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which
may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements.
These assumptions, risks and uncertainties include, among other things: the risk that the Financing will not be completed if a formal agency agreement is not reached or that the brokers are not satisfied with their due diligence of Alloy and Lancaster; the risk that necessary exemptions are not obtained or some other condition to the closing of either the Acquisition or the Financing is not satisfied or waived within the requisite timelines; the risk that the Financing is not completed for minimum gross proceeds of $5,000,000; and risks relating to the state of the economy in general and capital markets in particular, as well as investor interest in the business and future prospects of Alloy and Lancaster.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Alloy, Leominex and Lancaster disclaim any intention and assume no 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 securities law. Additionally, Alloy, Leominex and Lancaster undertake no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
Completion of the transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance by the Exchange, satisfactory due diligence reviews, negotiation and execution of a definitive agency agreement for the Financing, approval by both boards of directors, and the availability of prospectus and registration exemptions. There can be no assurance that the Acquisition and Financing will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement 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 has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the 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.
Not for distribution to U.S. Newswire Services or for dissemination in the United States of America. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.