TORONTO, ONTARIO--(Marketwire - Aug. 30, 2012) -
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH U.S. NEWSWIRE SERVICES
Konstantine Resources Inc. ("Konstantine"), a private company located at 197 Main Street P.O. Box 3174 Road Town, Tortola British Virgin Islands, acquired direct ownership of 15,000,000 common shares ("Common Shares") of Zoolander Corporation ("Zoolander") and 15,000,000 Common Share purchase warrants ("Warrants") pursuant to a private placement (the "Private Placement") of Zoolander. The Private Placement consisted of an offering of units ("Units"), each Unit consisting of one Common Share and one Warrant. The Units were offered at a price of $0.10 per Unit. Each Warrant is exercisable to acquire one Common Share at a price of $0.15 per Common Share for a period of two years from the date of issuance.
After giving effect to the Private Placement, Konstantine directly holds approximately 30.01% of the outstanding Common Shares. If the Warrants were to be exercised, Konstantine would directly hold approximately 46.16% of the then outstanding Common Shares. The percentage of issued and outstanding Common Shares held by Konstantine set out above has been calculated on a partially diluted basis, reflecting the exercise of the Warrants and no other increases in the issued and outstanding Common Shares.
For purposes of calculating the percentage of Common Shares owned by Konstantine, Konstantine has assumed that there were 34,987,500 Common Shares outstanding prior to completion of the Private Placement, as disclosed by Zoolander in the subscription agreement governing the terms and conditions of the Private Placement.
Konstantine acquired the Common Shares and Warrants of Zoolander for investment purposes. Konstantine has entered into agreements with existing shareholders of Zoolander to acquire an aggregate of 10,000,000 Common Shares. The transactions are subject to certain conditions and there is no assurance that such transactions will be completed. Either Konstantine or any joint actors may from time to time acquire ownership of, or control over, additional securities of Zoolander, dispose of some or all of the existing or additional securities of Zoolander that either Konstantine or any joint actors owns or controls, or may continue to own or continue to own or control the current position.