LPT Capital Ltd. and Lincoln Gold Corporation Set Closing Date For Business Combination and Financing
August 11 2009 - 1:31PM
Marketwired
LPT Capital Ltd. ("LPT") (TSX VENTURE: LPC.P) and Lincoln Gold
Corp. ("Lincoln") (OTCBB: LGCPF) are pleased to report that,
further to the joint news release dated July 8, 2009, Lincoln and
LPT plan to close the business combination transaction (the
"Merger") on August 18, 2009. The Merger is intended to be LPT's
"Qualifying Transaction" under TSX Venture Exchange Policy 2.4.
Please refer to the joint information circular of Lincoln and LPT
dated January 19, 2009 (the "Circular"), available on the SEDAR
website, for details of the Merger.
Prior to the closing of the Merger, LPT will effect a share
consolidation on the basis of one (1) new share for every one and
one-half (1.5) pre-consolidation shares and will be renamed
"Lincoln Mining Corporation".
Concurrent with the closing of the Merger on August 18, 2009,
LPT will complete the previously announced private placement of
units (on a post-consolidation basis) to raise gross proceeds of
approximately $5 million.
In connection with the closing of the Merger, shares of Lincoln
will be deleted from trading on the OTCBB effective August 12,
2009. Shares of LPT remain halted on the TSX Venture Exchange and
will commence trading (on a post-consolidation basis) following
completion of the Merger and subject to all remaining stock
exchange filings and approvals in connection with the Merger.
Pursuant to the plan of arrangement under the Merger, each
shareholder of Lincoln as at the close of business on August 17,
2009 will be entitled to 0.31 post-consolidated shares of LPT for
each one share of Lincoln. Olympia Trust Company, LPT's transfer
agent, will following the closing of the Merger mail a letter of
transmittal to the registered shareholders of Lincoln providing
instructions on how to exchange share certificates of Lincoln for
share certificates of LPT under the plan of arrangement.
In connection with the Merger and as disclosed in the Circular,
Lincoln will prior to the closing issue common shares in settlement
of approximately $1 million of outstanding debt, which shares will
be exchanged for approximately 6 million post-consolidated shares
of LPT pursuant to the plan of arrangement.
On behalf of LPT Capital Ltd.
Philip J. Walsh, President & CEO
On behalf of Lincoln Gold Corp.
Paul Saxton, President & CEO
This news release includes certain forward-looking statements or
information. All statements other than statements of historical
fact included in this release, including, without limitation,
statements regarding plans for the completion of proposed
financings and other future plans and objectives of Lincoln and LPT
(together, the "Companies") are forward-looking statements that
involve various risks and uncertainties. There can be no assurance
that such statements will prove to be accurate and actual results
and future events could differ materially from those anticipated in
such statements. Important factors that could cause actual results
to differ materially from the Companies' plans or expectations
include availability of capital and financing, general economic,
market or business conditions, regulatory changes, timeliness of
government or regulatory approvals and other risks detailed herein
and from time to time in the filings made by the Companies with
securities regulators. The Companies expressly disclaim any
intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise except as otherwise required by applicable securities
legislation.
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.
Contacts: LPT Capital Ltd. Philip J. Walsh President & CEO
604 720 0099 Lincoln Gold Corp. Paul Saxton President & CEO 604
688 7377
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