VANCOUVER, Dec. 22 /CNW/ - Perfora Investments S.a.r.l. ("Perfora") announces that it has acquired 12,750,000 shares (the "Shares") of Comaplex Minerals Corp. ("Comaplex") pursuant to a share purchase transaction (the "Share Purchase Transaction"). The Shares were issued to Perfora as consideration for the acquisition by Comaplex of all of the issued and outstanding shares of Meliadine Resources Ltd., a company that was wholly owned by Perfora.
The Shares owned by Perfora represent 17.9% of the issued and outstanding common shares of Comaplex.
As part of the transaction, the Offeror is obligated to pay Comaplex up to a total of CDN$13,500,000 based on an incremental payment schedule tied to the share price realized on any sale of the common shares of Comaplex held by Perfora. As part of the transaction Perfora has agreed not to vote the Shares against the Comaplex Board of Director's recommendations, with regard to certain matters, during the period it owns in excess of 5% of Comaplex's issued common shares.
For so long as the Offeror and its affiliates maintains control or direction over 5% or more of the common shares of Comaplex, the Offeror and its affiliates has the right to participate in any equity financings of Comaplex, subject to certain terms and conditions.
The Shares of Comaplex were acquired by Perfora for investment purposes. Depending upon market conditions and other factors that Perfora may deem material to its investment decisions, additional shares may be purchased in the open market or in private transactions. Depending on these same factors, shares currently owned (or hereafter acquired) by Perfora may be sold in the open market or in private transactions.
SOURCE PERFORA INVESTMENTS S.A.R.L.
For further information: For further information: concerning the foregoing or a copy of the Early Warning Report referred to in this release, please contact: David Catala, Perfora Investments S.a.r.l., Tel: 352 26 38 35 25