Berkeley Capital Corp. II: Update on Proposed Qualifying Transaction With EnWise Holdings Inc.
15 October 2008 - 7:30AM
Marketwired
Berkeley Capital Corp. II ("Berkeley"), a capital pool company
listed on the TSX Venture Exchange Inc. ("TSX Venture Exchange")
(TSX VENTURE: BIZ.P), announces that it continues to work on the
transaction with EnWise Holdings Inc. ("EnWise") for its Qualifying
Transaction. Berkeley and EnWise entered into a letter agreement on
July 18, 2008 that was announced on July 24, 2008.
EnWise has been working on strategic initiatives and operational
improvements in its business and continues to work to complete
audited financial statements in connection with the proposed
Qualifying Transaction.
Conditions to Completion of Qualifying Transaction
Completion of the proposed Qualifying Transaction is subject to
a number of conditions, including, but not limited to, completion
of satisfactory legal, accounting and financial due diligence by
both Berkeley and EnWise, and completion of formal agreements,
including an amalgamation agreement among Berkeley and EnWise and
certain of EnWise's security holders, the closing of a concurrent
offering by EnWise in the minimum amount of $1 million and the
maximum amount of $10 million, acceptance by the TSX Venture
Exchange, satisfaction of the minimum listing requirements of the
TSX Venture Exchange for a Tier 2 issuer, other regulatory
approvals and third party consents, and shareholder approval of
EnWise and Berkeley. There can be no assurance that the Qualifying
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the Qualifying Transaction and any offering document prepared in
respect of the concurrent offering, any information released or
received with respect to the Qualifying 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.
Cautionary Note Regarding Forward-looking Statements
This news release contains forward-looking statements
(including, without limitation, information regarding the proposed
Qualifying Transaction) that involve risks and uncertainties that
could cause the results of Berkeley to differ materially from
management's current expectations. Actual results may differ
materially due to a number of factors including, among others: the
parties may not enter into formal agreements; and the Qualifying
Transaction may not close. The matters discussed in this news
release also involve risks and uncertainties described in
Berkeley's documents filed from time to time with the Canadian
securities regulatory authorities. Berkeley assumes no obligation
to update the forward-looking information contained in this new
release.
EnWise is a trademark of EnWise Power Solutions Inc. Other names
mentioned herein are the property of their respective owners.
The TSX Venture 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. The TSX Venture Exchange does
not accept responsibility for the adequacy or accuracy for this
release.
Contacts: Berkeley Capital Corp. II Anthony Lacavera Chief
Executive Officer 1-877-445-8606 EnWise Holdings Inc. Peter Hwang
Chief Executive Officer (416) 444-9700 x315
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