Black Point Capital Announces Execution of Amalgamation Agreement with Mistral Pharma and Date of Special Meeting.MONTREAL Montreal (mŏn'trēôl`), Fr. Montréal (môNrāäl`), city (1991 pop. 1,017,666), S Que., Canada, on Montreal island, surrounded by St. Lawrence River and Rivière des Prairies. -- Black Point Capital Inc. ("Black Point") (TSX-V:BPL See broadband over power lines. .P) announces today that it has signed an amalgamation amalgamation /amal·ga·ma·tion/ (ah-mal´gah-ma´shun) trituration (3). amalgamation ( agreement (the "Amalgamation Agreement") with Mistral Mis·tral , Frédéric 1830-1914. French writer and leader in the revival of Provençal as a literary language. He shared the 1904 Nobel Prize for literature. mis·tral n. Pharma Inc. ("Mistral") providing for the amalgamation of the two companies (the "Amalgamation"). A detailed press release describing Mistral and the particulars of the Amalgamation was published on October 6, 2004. Black Point also announces that the special meeting of its shareholders to consider the Amalgamation and other related matters will be held on January 18, 2005. The reference date for the purposes of establishing shareholders entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to receive notice of the meeting has been set to December 17, 2004. The notice of meeting and the circular will be mailed to the Black Point shareholders on December 23, 2004. About the Proposed Transaction The Amalgamation is expected to constitute a "Qualifying Transaction" for Black Point as defined in Policy 2.4 of the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. (the "Exchange"). The transaction is subject to (i) shareholder approval from both corporations, (ii) the completion of the public financing described below and (iii) all required regulatory approval pursuant to laws, regulations and applicable policies. The Amalgamation is subject to the completion of a public offering of units of Black Point of a minimum gross value of $2.5 million and a maximum of $5 million by way of a prospectus. The prospectus will qualify the issuance of units, each unit being comprised of one Black Point common share and one common share purchase warrant. One common share purchase warrant will allow its holder to purchase one common share of Black Point for a period of 18 months from the closing date. It is contemplated that the price of units offered will be $0.25. The exercise price of the common share purchase warrants will be superior to the unit price by 25% to 50%. It is expected that a preliminary prospectus Preliminary Prospectus A first draft registration statement filed by a firm prior to proceeding with an initial public offering of securities. The document, filed with the Securities & Exchange Commission, is intended to provide pertinent information to prospective shareholders will be filed shortly. Canaccord Capital Corporation has agreed to act as agent for this proposed financing. Mistral is a drug delivery company specializing in the development of oral controlled-release products both generic and branded. Mistral's Web site address is www.mistralpharma.com. Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, regulatoryand Exchange acceptance, Black Point shareholder approval, Mistral shareholder approval and completion of the proposed public offering. The transaction cannot close until the required regulatory approvals pursuant to laws, regulations and applicable policies are 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 Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. BLACK POINT CAPITAL INC. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:BPL.P) |
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