Calgary, Alberta (FSCwire) - Synstream Energy Corp. (the “Corporation”) (TSXV:SHM) today announced that it is proposing a non-brokered private placement offering (the “Offering”) of up to 33,000,000 units of the Corporation (“Units”) at a price of $0.015 per Unit for aggregate gross proceeds of up to $495,000.  Each Unit will consist of one common share in the capital of the Corporation (“Common Share”) and one share purchase warrant (“Warrant”), each Warrant entitling the holder thereof to purchase an additional Common Share at an exercise price of $0.05 per share for a period of two years from the date of closing.

Proceeds from the Offering will be used for working capital and general corporate purposes including payment of outstanding accounts payable.

All of the Common Shares and Warrants issued pursuant to the private placement will be subject to a four month hold period.  Completion of the Offering is subject to the final approval of the TSX Venture Exchange.

Pursuant to the bulletin of the TSX Venture Exchange dated April 7, 2014 entitled, “Discretionary Waivers of $0.05 Minimum Pricing Requirement”, the Corporation has undertaken to seek shareholder approval, no later than the earlier of the Issuer’s next annual general meeting and six months from the completion of the Offering, for a consolidation of the Common Shares of the Corporation on the basis of one new Common Share for at least every 3.333 Common Shares existing at the time of the share consolidation.

Johannes Kingma, the President, CEO and a director of the Corporation, intends to purchase 50% of the Units under the Offering.  In the result, the Offering is considered a "Related Party Transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  The Corporation will rely upon the Financial Hardship exemption from the minority shareholder approval and valuation requirements set forth in that Instrument.

Mr. Kingma currently owns 17,160,705 Common Shares of the Corporation, or 47.1% of the currently issued and outstanding Common Shares of the Corporation.  Upon completion of the Offering, assuming Mr. Kingma purchases 16,500,000 Units under the Offering, Mr. Kingma will own an aggregate of 33,660,705, or 48.5% of the issued and outstanding Common Shares of the Corporation (undiluted), assuming the sale of all 33,000,000 Units offered under the Offering.  The Offering was approved by written resolution executed by all of the members of the Corporation’s board of directors other than Mr. Kingma, who abstained from voting.

The Corporation has today filed a material change report in accordance with MI 61-101 in connection with the completion of the Transaction.

FOR FURTHER INFORMATION, PLEASE CONTACT:

David Pinkman

Director

(403) 863-6034

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

To view the original release, please click here

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