PNF.P Penfold Cap Acquisition Iii Cp

TORONTO, Oct. 4 /CNW/ -- TORONTO, Oct. 4 /CNW/ - Penfold Capital Acquisition II Corporation (PAC.P:TSXV) ("Penfold II") and Penfold Capital Acquisition III Corporation (PNF.P:TSXV) ("Penfold III") are pleased to announce that on September 24, 2010 the shareholders of each company approved the amalgamation (the "Amalgamation") of Penfold II and Penfold III as detailed in the joint management information circular of the Penfold II and Penfold III dated August 29, 2010 and available on SEDAR. The TSX Venture Exchange (the "Exchange") has provided its final approval of the Amalgamation which was effected on September 24, 2010 pursuant to the Canada Business Corporations Act and in accordance with the policies of the Exchange. The name of the corporation created by the Amalgamation is Penfold Capital Acquisition III Corporation (the "Resulting Issuer") which will commence trading on the Exchange on October 6, 2010 under the symbol PNF.P. Upon completion of the Amalgamation (i) each issued and outstanding share of Penfold II was exchanged for one-half of one (0.5) share of the Resulting Issuer, (ii) each issued and outstanding share of Penfold III was exchanged for one (1) share of the Resulting Issuer, (iii) each convertible security of Penfold II now entitles the holder thereof to purchase one-half of one (0.5) share of the Resulting Issuer at an exercise price equal to $0.40 per share, and each convertible security of Penfold III now entitles the holder thereof to purchase one (1) share of the Resulting Issuer at an exercise price equal to the exercise price specified in the agreement governing such convertible security, namely $0.20 per share. Accordingly, the Resulting Issuer issued an aggregate of 1,750,000 shares to the Penfold II shareholders and an aggregate of 5,000,000 shares to the Penfold III shareholders. Following the completion of the Amalgamation, 6,750,000 shares are outstanding and 975,000 are reserved for issuance. Immediately following the completion of the Amalgamation, the Penfold II shareholders collectively own 25.93% of the issued and outstanding shares of the Resulting Issuer and the Penfold III shareholders will collectively own the 74.07% of the issued and outstanding shares of the Resulting Issuer. At the closing of the Amalgamation 3,000,000 of the shares issued by the Resulting Issuer are subject to escrow pursuant to the policies of the Exchange. Detailed information about Penfold II, Penfold III and the Resulting Issuer is disclosed in the joint information circular of Penfold II and Penfold III which was distributed to shareholders of Penfold II and Penfold III and was filed on SEDAR on September 7, 2010. About the Resulting Issuer The Resulting Issuer (Penfold Capital Acquisition III Corporation) is a capital pool company under Policy 2.4 Capital Pool Companies of the Exchange ("Policy 2.4"). Pursuant to Policy 2.4, the Resulting Issuer is required to complete a Qualifying Transaction by October 6, 2011. The Resulting Issuer is part of the Penfold Capital group of companies. Penfold Capital is a private merchant bank. For more information see www.penfoldcapital.com. The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although the Resulting Issuer believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Resulting Issuer disclaims any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise. Neither 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. Penfold Capital Corporation, Gary Clifford - Managing Director, Phone: (416) 418-9802; Salil Munjal - Managing Director, Phone: (416) 722-2227

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