MINFOCUS EXPLORATION CORP. ("MFX")
[formerly Pembroke Capital Corp. ("PBK.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol; Private Placement-Non-Brokered; Name Change; Resume Trading
BULLETIN DATE: January 24, 2012
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated October 31, 2011. As a result, at the opening on Wednesday, January 25, 2012, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Exchange has accepted for filing a share exchange agreement dated September 2, 2011 whereby the Company has acquired all of the issued and outstanding shares of Minfocus International Inc., a private Ontario company which holds various mineral interests in properties located around Thunder Bay, Ontario.
For further information on the Qualifying Transaction please read the Company's Filing Statement available on SEDAR.
The Exchange has been advised that the above transactions did not require shareholder approval.
In addition, the Exchange has accepted for filing the following:
Private Placement-Non-Brokered:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced June 21, 2011:
Number of Shares: 6,953,000 non flow through shares ("NFT Share") and 418,334 flow though shares ("FT Share")
Purchase Price: $0.25 per NFT Share and $0.30 per FT Share
Warrants: 3,476,500 share purchase warrants to purchase 3,476,500 shares
Warrant Exercise Price: $0.45 for an eighteen month period
Number of Placees: 16 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
Sasco Partners LP (Sasan Sadeghpour) Y 6,000,000 NFT
Graham Wilson Y 100,000 NFT
Scott Hunter P 100,000 FT & 100,000 NFT
Finders' Fees: 500,000 Warrants payable to Bambazonke Holdings Ltd. (K. Barron)
20,000 Warrants payable to Boswell Capital Corporation
2,400 Warrants payable to Michael Marchand
- Each Warrant is exercisable at $0.45 for an eighteen month period
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Name Change and Resume Trading:
Effective at the opening, Wednesday, January 25, 2012, the common shares of Minfocus Exploration Corp. will resume trading on TSX Venture Exchange, and the common shares of Pembroke Capital Corp. will be delisted. The Company is classified as a 'Mineral Exploration' company.
Capitalization: Unlimited shares with no par value of which
39,742,635 shares are issued and outstanding
Escrow: 10,064,485
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: MFX (new)
CUSIP Number: 603477 10 0 (new)
Company Contact: Gerald Harper
Company Address: 300 New Toronto St., Unit 2
Toronto, ON M8V 2E8
Company Phone Number: 416-232-0025
Company Fax Number: 416-232-9120
Company Email Address: geraldh@minfocus.com
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