TORONTO, Oct. 23, 2013 /CNW/ - ACME Resources Corp. (NEX Board: ACY.H), a capital pool company, ("ACME" or the "Corporation") is pleased to announce that it has entered into an amalgamation
agreement dated October 21, 2013 (the "Agreement") with Forrester Resources Corp., a private Yukon corporation ("Forrester"). Under the terms of the Agreement, Forrester will amalgamate (the "Transaction") with a wholly-owned subsidiary of ACME to be incorporated under the Business Corporations Act (Yukon) ("YBCA") to form an amalgamated company under the YBCA. Pursuant to the terms
of the Transaction, ACME shares will be issued to the holders of
Forrester shares in exchange for all of the issued and outstanding
Forrester shares on the basis of 1.5 ACME shares for each one (1)
Forrester share (the "Exchange Ratio"). In addition, the outstanding Forrester options, Forrester warrants
and Forrester finder's warrants will be exchanged for the ACME options,
ACME warrants and ACME finder's warrants on the basis of the Exchange
Ratio, with a corresponding adjustment of the exercise price of each
such Forrester option and Forrester warrant (including the Forrester
warrants underlying the Forrester finder's warrants) to reflect the
Exchange Ratio (please see the Corporation's press release dated
October 16, 2013, which is available on SEDAR at www.sedar.com, for further information regarding the Transaction).
The Transaction is intended to result in a reverse take-over of ACME by
Forrester's shareholders and the listing of the shares of the resulting
issuer on the TSX Venture Exchange Inc. (the "TSXV"). The Transaction, when completed, will constitute the qualifying
transaction of the Corporation pursuant to Policy 2.4 of the TSXV
Corporate Finance Manual. The Transaction will not constitute a Non
Arm's Length Qualifying Transaction, as defined in the policies of the
TSXV and, as such, it is not anticipated that the approval of the
shareholders of ACME will be required.
The Transaction is subject to several conditions precedent, including
(i) receipt of all regulatory approvals, including that of the TSXV;
(ii) completion of due diligence and receipt of requisite corporate
approvals of the various transactions contemplated by the Transaction
from the directors and shareholders of Forrester and the directors of
ACME, as applicable; and (iii) completion of a concurrent non-brokered
private placement (the "Concurrent Financing") of units of Forrester for minimum gross proceeds of $500,000 and
maximum proceeds of $1.0 million at a price of $0.10 per unit
consisting of one (1) common share of Forrester and one-half of one
(1/2) share purchase warrant (or such other securities as may be agreed
between Forrester and ACME) of Forrester, with each whole warrant
entitling the holder to acquire one (1) Forrester share for a period of
36 months at an exercise price of $0.18 per warrant. On a post
Transaction basis and in accordance with the Exchange Ratio, the
Concurrent Financing will be $0.06667 per unit, with each unit
consisting of 1.5 ACME shares and 0.75 ACME warrants, each whole ACME
warrant entitling the holder to acquire one ACME share at a price of
$0.12 per share for a period of 36 months.
Forrester is currently in discussion with several parties which may
result in a private placement of units of Forrester (the "Private Placement") at a price of $0.08 per unit for aggregate gross proceeds of up to
$400,000, with each unit consisting of one (1) common share and a half
(½) warrant, each full warrant exercisable at a price of $0.18 for a
period of 36 months (the "Private Placement"). The Private Placement will close prior to the completion of the
Transaction. The completion of the Private Placement is not a condition
of the closing of the Transaction. On a post Transaction basis and in
accordance with the Exchange Ratio, the Concurrent Financing will be
$0.05333 per unit, with each unit consisting of 1.5 ACME shares and
0.75 ACME warrants, each whole ACME warrant entitling the holder to
acquire one ACME share at a price of $0.12 per share for a period of 36
ACME's common shares are currently halted and ACME anticipates they will
remain halted until the documentation required by the TSXV for the
proposed Transaction can be provided to the TSXV.
Information About Forrester Resources Corp.
Forrester is a private precious metals exploration and development
company. It is currently active in the Country of Peru and continually
looking for near-term production opportunities within the Americas.
Forrester's key asset is Las Princesas property ("Las Princesas Property"). Pursuant to an option agreement with an effective date of December
13, 2011 among Minera Forrester S.A.C., a subsidiary of Forrester, Vena
Resources Ltd. ("Vena"), a company listed on the Toronto Stock Exchange, and Compania Minera
Aurifera del Norte S.A.C., a Peruvian subsidiary of Vena, Forrester has
the right to acquire up to an 85% interest in the Las Princesas
Property, which consists of two contiguous mining concessions totalling
approximately 1,030 ha in size. The Las Princesas Property is located
in the Department of La Libertad, Province of Santiago de Chuco, in
northern Peru, between Barrick Gold Corporation's Lagunas Norte/Alto
Chicama property and the Quiruvilca mine, formerly owned by Pan
American Silver Corp. ("Pan American") and now owned by Southern Peaks
Mining L.P. For further information about the Las Princesas Property,
please see ACME's press release dated October 16, 2013 available on
SEDAR at www.sedar.com.
Completion of the Transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance and, if applicable
pursuant to TSXV requirements, majority of the minority approval of the
shareholders of ACME. 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 the securities of a capital pool company should
be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents of
this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking information within the
meaning of Canadian securities laws. Such information includes, without
limitation, information regarding the completion of the proposed
Transaction, the Private Placement and Concurrent Financing, and the
anticipated business plan of ACME subsequent to completion of the
Transaction. Although ACME believes that such information is
reasonable, it can give no assurance that such expectations will prove
to be correct.
Forward looking information is typically identified by words such as:
believe, expect, anticipate, intend, estimate, postulate and similar
expressions, or are those, which, by their nature, refer to future
events. ACME cautions investors that any forward-looking information
provided by ACME are not guarantees of future results or performance,
and that actual results may differ materially from those in forward
looking information as a result of various factors, including, but not
limited to: ACME's ability to complete the proposed Transaction; the
state of the financial markets for ACME's equity securities; the state
of the market for gold or other minerals that may be produced generally
by the resulting issuer in the event the Transaction is completed;
recent market volatility; ACME's ability to raise the necessary capital
or to be fully able to implement its business strategies; and other
risks and factors that ACME is unaware of at this time. The reader is
referred to ACME's most recent annual and interim Management's
Discussion and Analysis for a more complete discussion of such risk
factors and their potential effects, copies of which may be accessed
through ACME's page on SEDAR at www.sedar.com.
SOURCE: Forrester Resources Corp.
For further information:
ACME RESOURCES CORP.
Chief Executive Officer
Telephone: (416) 360-8006
FORRESTER RESOURCES CORP.
President and Chief Executive Officer
Telephone: (416) 599-7363