Constitute an Offer of the Securities Described Herein.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
BLACK SPRINGS CAPITAL CORP.
1660 – 1055 West Hastings Street Vancouver, BC V6E 2E9
News Release TSXV: BSG.P
Black Springs Capital Corp. announces closing of Initial Public Offering
April 10, 2012 – Vancouver, British Columbia – Black Springs Capital Corp. (the "Corporation" or "Black Springs") is pleased to announce that it has successfully completed its initial public offering (the "Offering") of 2,000,000 common shares of the Corporation (the "Common Shares") at a price of $0.10 per Common Share for gross proceeds of $200,000 with Haywood Securities Inc. ("Haywood"), as agent.
In connection with the Offering, the Corporation granted non-transferrable warrants to Haywood to acquire an aggregate of 160,000 Common Shares (the "Agent's Warrants") at an exercise price of $0.10 per Common Share. The Agent's Warrants will expire 24 months from the date the Common Shares are listed on the TSX Venture Exchange (the "Exchange"). Haywood also received a cash commission equal to 8% of the gross proceeds of the Offering.
The Corporation has also granted options to acquire an aggregate of 400,000 Common Shares at an exercise price of $0.10 per option to the directors and officers of the Corporation. Such options expire five years from the date of grant.
The Corporation's Common Shares have been listed for trading on the Exchange and are expected to commence trading under the symbol "BSG.P" at the opening of market on April 11, 2012.
An aggregate of 4,000,000 Common Shares are issued and outstanding following completion of the Offering.
About the Corporation
The Corporation is designated as a Capital Pool Company by the Exchange. The Corporation has not commenced commercial operations and has no assets other than cash. The only business of the Corporation is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" in accordance with Exchange Policy 2.4 - Capital Pool Companies. The funds raised under the Offering will be used to pursue such Qualifying Transaction. For further information regarding the Corporation, the Offering and the Corporation's management team, please see the Corporation's final prospectus dated March 21, 2012, available on the Corporation's SEDAR profile at www.sedar.com.
For further information, please contact Donald Sharpe, President and Chief Executive Officer at:
1660 – 1055 West Hastings Street Vancouver, BC V6E 2E9 Telephone: (604) 568-0199 Facsimile: (604) 681-4760 This news release contains statements about the Corporation's expectations regarding the the commencement of trading on the Exchange that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as final listing approval from the Exchange. Although the Corporation believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward- looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to fulfill conditions of listings and inability to obtain required regulatory approvals. The forward-looking statements contained in this news release are made as of the date hereof, and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Black Springs Capital Corp. The securities of Black Springs Capital Corp. have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.