/CNW/ – JJR IV Acquisition Inc. (JJR IV), has entered into a letter of intent dated November 26, 2009 with BIOX Corporation (BIOX) to complete a going public transaction (the Qualifying Transaction) which will result in a reverse take over of JJR IV, a capital pool company listed on the TSX Venture Exchange (the Exchange).
In conjunction with the transaction, BIOX intends to complete a private placement (the Private Placement) of up to $50 million of subscription receipts exercisable into shares of JJR IV upon completion of the Qualifying Transaction. Prior to closing the transaction, JJR IV will undertake a capital restructuring including the consolidation of its share capital on a basis of 24 (old):1 (new).
BIOX is a renewable energy company that designed, built, owns and operates a 60 million litre per annum biodiesel production facility in Hamilton, Ontario, Canada. BIOX has an innovative, proprietary and patented production process that is significantly faster and achieves higher yields than competing methods of biodiesel production, while utilizing the widest variety of feedstocks – from pure seed oils to animal fats to recovered vegetable oils with no change to the production process. BIOXs high quality biodiesel fuel meets both North American (ASTM D-6751-08a) and European (EN 14214) quality standards. BIOX is Canadas largest biodiesel producer and is focused on building, owning and operating a network of commercial scale biodiesel production facilities, utilizing its proprietary and patented process technology capable of producing the highest quality, renewable, clean burning and biodegradable biodiesel fuel in jurisdictions where clearly defined renewable fuel standards policies exist.
If completed, the proposed transaction is expected to constitute JJR IVs Qualifying Transaction as defined in Policy 2.4 of the Exchange and is subject to a number of conditions, including compliance with all regulatory approvals. A comprehensive press release with further particulars relating to the proposed transaction will follow in accordance with the policies of the Exchange.
Completion of the transaction is subject to a number of conditions, including but not limited to, completion of the Private Placement, execution of a definitive agreement in respect of the transaction, Exchange acceptance and, if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is 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 or filing statement 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 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 disproved the contents of this press release.
Notice on forward-looking statements:
This release includes forward-looking statements regarding JJR IV, BIOX and their respective businesses. Such statements are based on managements current expectations. The forward-looking events and circumstances discussed in this release, including completion of the proposed transaction between JJR IV and BIOX and the Private Placement, may not occur and actual operating results could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the biodiesel industry, environmental risks, the dependence of the biodiesel industry on legislation and regulation, fluctuations in the price of biodiesel, risks associated with growth and competition. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and JJR IV undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
About JJR Capital Corp: JJR Capital Corp. is a private merchant bank specializing in small and middle market public and private equity transactions. Ronald D. Schmeichel is the President and CEO of JJR Capital Corp. and is the majority shareholder of JJR IV Acquisition Inc. He can be reached at (416) 972-6294.