NEWS RELEASE FOR:
STRATEGEM CAPITAL CORPORATION.
VANCOUVER, BRITISH COLUMBIA – January 13, 2009. Strategem Capital Corporation (the “Company” or “Strategem”) (TSXV: SGE) wishes to provide an update to its shareholders on the anticipated reorganization (the “Reorganization”) of the Company’s share capital and corresponding distribution (the “Distribution”) of the paid-up capital (“PUC”) of the Company’s common shares, previously announced on December 16, 2008.
As announced earlier, persons who are registered shareholders of the Company’s common shares on January 16, 2009 should submit share certificates representing their common shares in exchange for a cash payment of $1.75 per share (representing the PUC of the common shares) and the same number of Class A Common shares. Shareholders wishing to participate in these transactions should submit a duly completed letter of transmittal and a certificate representing all of the common shares held by them to the Company’s transfer agent by January 16, 2009. Shareholders are advised that due to the time it takes to settle and clear trades, they should complete any trades of the Company’s common shares as soon as possible to allow sufficient time for such settling and clearing to take place prior to the deadline for submission of shares for exchange on January 16, 2009.
The Company advises that, due to the aforementioned settling and clearing period, it will accept letters of transmittal and common shares tendered for exchange after January 16, 2009, if received by the Company’s transfer agent on or before January 21, 2009. Acceptance of letters of transmittal and common shares after that date is at the Company’s sole discretion and shareholders are advised that after January 21, 2009, the Company may exchange common shares so tendered for Class A Common shares without the accompanying distribution of PUC.
Many of the Company’s shareholders do not hold their common shares in their own names (“Beneficial Shareholders”). If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder’s name on the records of the Company, but under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such common shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms. In the United States, the vast majority of such common shares are registered under the name of Cede & Co., as nominee for The Depository Trust Company, which acts as depository for many United States brokerage firms and custodian banks. The Company anticipates that common shares held for brokerage accounts by CDS & Co. will be exchanged automatically by CDS & Co. without the need for further action on the shareholder’s behalf. However, shareholders who hold their shares through Cede & Co. will need to make the election and tender their shares for exchange, and should contact their broker for additional information on instructing Cede & Co. to tender their shares for exchange.
The Company further advises that the Reorganization and Distribution will be effective January 21, 2009 (the “Effective Date”), or such other date as determined by the Company in consultation with the TSX Venture Exchange. The cash distribution of $1.75 per common share will be electronically paid out on January 21, 2009. The Company’s shares will not be subject to any trade halt or trading disruptions connected with the implementation of the Reorganization and Distribution. On the Effective Date, subject to meeting minimum listing requirements or any other requirements of the TSX Venture Exchange, the Company’s newly created Class A Common shares will be substitutionally traded in place of the currently traded common shares. Any shares not exchanged for Class A Common shares will be redesignated as Class B Common shares. The Class B Common shares will be delisted from the TSX Venture Exchange on the Effective Date or such other date as determined by the Company in consultation with the TSX Venture Exchange. The Company previously announced that if some, but not all, of the Company’s common shares were tendered for exchange, the Class B Common shares would continue to trade on the TSX Venture Exchange under a supplemental listing. The Company will no longer be proceeding with the supplemental listing as the Company anticipates that the Class B Common shares will not meet the minimum listing requirements, including public distribution requirements, of the TSX Venture Exchange. If all registered shareholders elect to tender their common shares for cancellation in exchange for Class A Common shares and the cash payment, there will be no outstanding redesignated Class B Common Shares upon implementation of the Reorganization.
Shareholders should refer to the Company’s news release dated December 16, 2008 and the Management Information Circular dated October 30, 2008 for a summary of the Reorganization and Distribution, the procedure for submission of common shares for exchange, and the effect of the Reorganization on the Company’s TSX Venture Exchange listing.
About Strategem Capital
Strategem Capital Corporation is a publicly-traded merchant bank specializing in the development of emerging companies with above average growth potential. The current focus is on companies that explore
and develop precious or base metals.
This release and prior releases are available on the Company’s Internet web site located at www.strategemcapital.com.
BY ORDER OF THE BOARD OF DIRECTORS
Kenneth W. Morgan, CA, CPA
President, CEO and Director
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Certain statements contained in this news release constitute forward-looking statements. Forwardlooking statements are often, but not always, identified by the use of words such as “anticipate”, “plan”,“expect”, “may”, “will”, “intend”, “should”, and similar expressions.
Forward-looking statements in this news release include references to receipt of required regulatory and TSX Venture Exchange approvals and references to the Company proceeding with the reorganization of its share capital and distribution of the paid-up capital of its Common shares as described in this news release.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements including the risks that: the Company may not obtain TSX Venture Exchange approval; the Company may not have sufficient funds to effect the transactions described in this news release including sufficient funds to distribute cash to all registered shareholders who duly tender their Common shares in exchange for Class A Common shares and cash; registered shareholders may not tender their Common shares for exchange; the Company may not meet the Exchange’s minimum listing requirements for the Class A Common shares or the Class B Common shares.
The forward-looking statements contained in this news release represent the Company’s expectations as of the date of this news release, and are subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of news release, and are subject to change after such date. The Company disclaims 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 required under applicable securities regulations.