/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
CALGARY, Feb. 18 /CNW/ - Aqueous Capital Corp. ("Aqueous") (TSXV: AQS.P) announces that it has completed the previously announced transaction involving Stoneset Equities Ltd. ("Stoneset"), Aqueous and its wholly-owned subsidiary, 1485359 Alberta Ltd. ("Aqueous Subco"), in accordance with the amalgamation agreement dated December 21, 2009, as amended (the "Amalgamation Agreement"), pursuant to which Stoneset and Aqueous Subco amalgamated (the "Amalgamation") and former shareholders of Stoneset, other than dissenting shareholders, received an aggregate of 31,500,000 common shares of Aqueous (each an "Aqueous Share") in consideration for all of the common shares of Stoneset. Pursuant to the Amalgamation Agreement, an aggregate of 2,000,000 Aqueous Shares were issued to the founders of Aqueous. Following the completion of the Amalgamation, Aqueous has a total of 35,000,000 common shares issued and outstanding and the corporation formed upon the Amalgamation, named Stoneset Equity Corp., became a wholly-owned subsidiary of Aqueous. As a result of the Amalgamation, Aqueous continues to carry-on the business of Stoneset.
Listing of Aqueous Shares on CNSX
Pursuant to the Amalgamation Agreement, Aqueous and Stoneset have agreed that Aqueous would use its commercially reasonable best efforts to list the Aqueous Shares on the Canadian National Stock Exchange ("CNSX"). Aqueous is pleased to announce that it has received conditional listing approval from the CNSX with the final approval (being subject to acceptance of all final listing materials). Aqueous expects that the Aqueous Shares will begin trading on the CNSX shortly.
Change in Directors
As a result of the Amalgamation, all Aqueous directors have resigned and Tony Argento, Peter Jarman, Ron Bichel and Russell Kalmacoff were appointed as new directors of Aqueous. For details on the education and experience of Tony Argento, Peter Jarman, Ron Bichel and Russell Kalmacoff please see Aqueous' October 21, 2009 press release.
Grant of Stock Options
Following the Amalgamation, an aggregate of 3,202,500 stock options were granted to officers, directors and other eligible optionees to acquire Aqueous Shares at a price of $0.43 for a period of five years from the date of the grant.
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Amalgamation, including statements regarding the listing of the Aqueous Shares on the CNSX. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the CNSX will not grant its final approval with respect to listing of the Aqueous Shares. The statements in this news release are made as of the date of this release. Aqueous does not undertake any obligation to update such forward-looking statements except as required by applicable securities laws.
SOURCE AQUEOUS CAPITAL CORP.
For further information: For further information: Aqueous Capital Corp., Tony Argento, Chairman and Chief Executive Officer, 3915-8 Street S.E., Calgary, Alberta, T2G 3A5, Tel: (403) 237-8822