DevCorp Announces Update on Its Proposed Qualifying Transaction and Proposed Renaming to Great Prairie Energy Services
October 22 2013 - 1:30PM
Marketwired Canada
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE
SERVICES
DevCorp Capital Inc. (TSX VENTURE:DCC.P) ("DevCorp" or the "Corporation")
announces, further to its announcements of June 20, 2013 and September 3, 2013,
an update regarding its proposed qualifying transaction (the "Transaction") with
Good to Go Rentals Ltd. ("GTGR") and Neigum Hot Oilers (1992) Ltd. ("GTGT" and
together with GTGR, "GTG").
The board of directors of DevCorp (the "DevCorp Board") has been notified by GTG
that Mr. Norm Neigum, one of the principal shareholders of GTGR and President of
GTGR, was involved in a car accident in the United States. Although there was no
cognitive damage, he sustained several injuries including a number of fractures
and it is very likely that he will be paralysed below the chest area. Despite
his injuries, Mr. Neigum has communicated his intent and desire to continue to
work as part of the management team of GTG and has voiced his confidence in
other members of GTG's management team to continue to manage and grow the
business and operations of GTG on a go forward basis. During Mr. Neigum's
recovery, Ms. Dorsett, who has served as President of GTGT for the past 15
years, will also serve as interim General Manager of GTGR.
The DevCorp board of directors believes that GTG's management team has the
required experience and capacity to continue to operate GTG's existing business
during Mr. Neigum's recovery and anticipates that there will not be any material
interruption to GTG's operations and future business plans. Since the
announcement of the Transaction, GTG has shown growth with its operations and
has demonstrated strong third quarter results. If TSX Venture Exchange grants
conditional acceptance to the transaction, a copy of the filing statement of
DevCorp will be filed on SEDAR, which will include information about GTG and the
resulting issuer. As a result, the DevCorp Board has unanimously voted in
favour of continuing with the Transaction under the previously announced terms
and conditions, including earn out provisions, and continues to believe in the
future success of the resulting company.
After discussing the above matters at length, the DevCorp Board has decided that
the best course of action was to provide full disclosure regarding the
circumstances surrounding the Transaction to the shareholders of DevCorp and the
holders of subscription receipts of GTGR, which were issued pursuant to a
brokered private placement financing that closed on September 3, 2013 pursuant
to the terms of the agency agreement (the "Agency Agreement") dated effective
August 6, 2013 between Canaccord Genuity Corp., Macquarie Private Wealth Inc.,
MGI Securities Inc. (collectively, the "Agents"), GTG and the Corporation.
The Transaction is anticipated to be completed on or prior to October 31, 2013.
Upon completion of the Transaction, DevCorp intends to call a meeting of its
shareholders to change its name to "Great Prairie Energy Services Inc." The
trading symbol, "GPE" has been reserved with the TSX Venture Exchange (the
"Exchange") in anticipation of such proposed name change. With the resulting
issuer's initial focus on the Great Prairie of Saskatchewan, the management and
the Board believe the new proposed name illustrates the resulting issuer's
vision to acquire, integrate and expand energy services business in the Western
Canadian Sedimentary Basin.
GTGR is a private Saskatchewan oilfield rental and services company based out of
Kindersley, Saskatchewan and GTGT is a private Saskatchewan trucking company
based out of Kindersley, Saskatchewan. DevCorp is a "capital pool company" and
intends for the Transaction to constitute the "Qualifying Transaction" of the
Corporation as such term is defined in the policies of the Exchange. The
Transaction is not a Non-Arm's Length Qualifying Transaction as defined in the
policies of the Exchange.
In accordance with the policies of the Exchange, the DevCorp Shares are
currently halted from trading. It is expected that the DevCorp Shares will
resume trading on the Exchange, after all requirements of the Exchange have been
satisfied, under the stock symbol "DCC".
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements relating to the
Transaction 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
Transaction will not be completed if a formal agreement is not reached or that
the necessary approvals and/or exemptions are not obtained or some other
condition to the closing of the Transaction is not satisfied; the risk that Mr.
Neigum's health may further deteriorate and its resulting impact on the business
and operations of GTG; the risk that GTG may not be able to retain key employees
to continue to maintain its operations; the risk that closing of the Transaction
could be delayed if DevCorp and GTG are not able to obtain the necessary
approvals on the timelines planned; the assumptions relating to the parties
entering into the formal agreement in respect of the Transaction, its structure,
and the timing thereof; the timing of obtaining required approvals and
satisfying closing conditions for the Transaction, state of the economy in
general and capital markets in particular, investor interest in the business and
future prospects of DevCorp and GTG.
The forward-looking statements contained in this press release are made as of
the date of this press release. Except as required by law, DevCorp and GTG
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, DevCorp and GTG 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, Exchange acceptance and if applicable pursuant to Exchange
Requirements (as defined by the Exchange), 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 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 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.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
DevCorp Capital Inc.
1200, 700 - 2nd Street SW
Calgary, Alberta T2P 4V5
Sidney Dutchak
President and Chief Executive Officer
403-630-2157
sdutchak@smcp.ca
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