|August 10, 2008|
Flow Energy Ltd. Completes Qualifying Transaction
|August 10, 2008 - Zimtu Capital Corp. ("Zimtu") and Petrol One Corp. ("Petrol One") announce the completion of the Share Exchange Agreement dated March 7, 2008 with Flow Energy Ltd. (TSXv: FLO.P) (the "Company"). The Company has acquired all of the issued and outstanding common shares of Zimtu from Petrol One. This share exchange constituted the Company's "Qualifying Transaction" as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "TSXv" or the "Exchange").|
The Company has filed its Filing Statement dated July 25, 2008, with the TSX Venture Exchange and on SEDAR and will be brought back to trade on Monday, August 11, 2008, as a Tier 2 Investment Issuer under its new name, Zimtu Capital Corp. (TSXv: ZC).
Zimtu is an investment company whose assets consist of a portfolio of equity investments, cash and equipment. As at June 15, 2008, the equity investment portfolio had a market value of $14,458,319. The Company's core holdings are Commerce Resources Corp., Western Potash Corp. and Triple Dragon Resources Inc.
Robert Miller and Lorne Morozoff have resigned as directors of the Company. David Hodge, Shaun Ledding and Patrick Power have been appointed as directors and David Hodge has been appointed as CEO and President.
In consideration for the Zimtu Shares, the Company issued 50,000,000 Special Warrants (the "Flow Securities") to Petrol One at a deemed price of $0.12 per Flow Security. Petrol One, in satisfaction of a share dividend owed to its shareholders as described in the news release dated April 17, 2006, has directed that all of the Flow Securities be distributed to those shareholders of Petrol One on record as of April 21, 2006. Petrol One shareholders will receive 15.44 Flow Securities for every one common share of Petrol One held. Shareholders of Petrol One of record who held their Petrol One shareholdings in a brokerage account are urged to contact their investment adviser to ensure that they receive their Flow Securities.
Concurrent with the Qualifying Transaction, the Company completed a brokered and non-brokered private placement (the "Financing") for a total of 10,292,658 units at a price of $0.12 per unit for gross proceeds of $1,235,119. Each unit consists of one common share and one share purchase warrant, exercisable into one additional common share of the Company at a price of $0.24 per share until July 31, 2009. Northern Securities acted as the agent on the brokered portion of the Financing, raising $500,000 of the total private placement and was paid a cash commission of $50,000 and was granted 416,667 non transferable agent's warrants. Each Agent Warrant is exercisable into one unit of the Company, on the same terms and conditions as the private placement units, at a price of $0.12 per unit, until July 31, 2009. The proceeds of the private placement will be used for investment strategy and general working capital.
A Special Meeting has been called for October 10, 2008. Of the matters to be put forth to shareholders, approval of the consolidation of the Company's common shares on a n up to 10:1 basis, with such final consolidation ratio as may be determined by the directors of the Company, will be sought. Such consolidation is subject to the approval of the shareholders of the Company as well as regulatory authorities.
On Behalf of the Board of Directors
The TSX Venture Exchange Inc. does not accept responsibility for the accuracy or adequacy of this news release.
Statements in this document which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. It is important to note that actual outcomes and the Company's actual results could differ materially from those in such forward-looking statements. Risks and uncertainties include, but are not limited to, economic, competitive, governmental, environmental and technological factors that may affect the Company's operations, markets, products and prices. Readers should refer to the risk disclosures outlined in the Company's Management Discussion and Analysis of its audited financial statements filed with the British Columbia Securities Commission.
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