Vancouver, British Columbia--(September 22, 2011) - Pembroke Capital Corp. (TSXV: PBK.P) ("Pembroke" or the "Company"), a capital pool company, announced today that in connection with its previously announced proposed qualifying transaction (the "Proposed Transaction"), consisting of the acquisition of all the issued and outstanding shares of Minfocus International Inc. ("Minfocus"), it has filed National Instrument 43-101 ("NI 43-101") compliant technical reports (the "Reports") with respect to the Nipigon Reefs Property and Weese-Luella Lake Property (the "Properties") on SEDAR.
The Reports, entitled "Technical Report on the Nipigon Reefs Property" and "Technical Report on the Weese-Luella Project" were prepared for the Company by Mr. David Burga, P.Geo of PE Mining Consultants Inc.
The Company does not currently hold any interest in the Properties and the filing of the Reports on SEDAR is for informational purposes only in the context of the Proposed Transaction.
Minfocus, a private corporation incorporated pursuant to the Business Corporations Act (Canada), is a mining exploration stage company principally engaged in the business of exploring and developing base (copper, nickel) and platinum-group element (PGE) metal mineral properties and holds claims and options to acquire interests in the Properties.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, approval of the TSX Venture Exchange ("TSX-V"). The Company has made its initial filing with TSX-V for review and approval of the Proposed Transaction and will continue to provide further details in respect of the Proposed Transaction, as necessary, by way of news release.
Further information concerning Minfocus, the Proposed Transaction and the Resulting Issuer will be contained in a filing statement, to be prepared in accordance with the policies of the TSX-V, and filed on the Company's SEDAR profile at www.sedar.com prior to the completion of the Proposed Transaction.
For further information please contact:
Chief Executive Officer
Statements in this press release regarding Pembroke's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
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 EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE 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.