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TORONTO, June 10 /CNW/ - YORK RIDGE LIFETECH INC. (TSXV: YRL.P) ("York Ridge" or the "Corporation"), a capital pool company, announced today that it has entered into a business combination agreement with York Ridge Lifetech Amalco Inc. ("York Ridge SubCo"), a wholly owned subsidiary of the Corporation, and Acadian Energy Holdings Inc. ("Acadian"), whereby York Ridge SubCo will merge with and into Acadian (the "Business Combination") under the provisions of the Delaware General Corporation Law. As a result of the Business Combination, the separate corporate existence of York Ridge SubCo shall cease and Acadian shall continue as the surviving corporation of the Business Combination.
York Ridge is pleased to announce that Acadian has entered into an engagement letter with Union Securities Ltd. ("Union"), as lead agent, in a syndicate with PI Financial Corp., in connection with a private placement offering (the "Private Placement") of subscription receipts (the "Subscription Receipts") of Acadian. Acadian intends to complete the Private Placement for gross proceeds of a minimum of $5,000,000 and a maximum of $10,000,000. Each Subscription Receipt will entitle the holder thereof to acquire one unit of Acadian (the "Acadian Units") prior to the completion of the Business Combination for no additional consideration. Each Acadian Unit consists of one common share in the capital of Acadian and one common share purchase warrant of Acadian. The warrants entitle the holders to acquire common shares in the capital of Acadian at an exercise price of $1.68 per share for a period of 30 months following the issuance of such warrants. The Acadian Units are to be issued at a subscription price of $1.12 per Acadian Unit.
Completion of the Business Combination is subject to various conditions, including but not limited to the approval of the TSX Venture Exchange Inc. (the "Exchange"), and if applicable pursuant to the policies of the Exchange, shareholder approval. There can be no assurance that the Business Combination will be completed as proposed or at all. Upon completion of the Business Combination and the issuance by the Exchange of the final exchange bulletin accepting the Business Combination as York Ridge's "Qualifying Transaction", Acadian is expected to be listed as an oil and gas issuer on the Exchange. For further details regarding the terms of the Business Combination, please see the press release of York Ridge dated April 6, 2010, a copy of which is available electronically under the York Ridge's profile on SEDAR at www.sedar.com.
In accordance with the policies of the Exchange, the common shares of the Corporation are currently suspended from trading. It is expected that the common shares of the Corporation will resume trading on the Exchange after all requirements of the Exchange have been satisfied.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Certain statements contained in this release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. In particular, this press release contains forward-looking statements regarding the completion of the Business Combination, completion of the Private Placement and the listing of Acadian on the Exchange. With respect to the forward-looking statements contained in this press release, the Corporation has made assumptions regarding, among other things, timing for the completion of the Business Combination and the Private Placement. Actual results and developments may differ materially from those contemplated by this forward-looking information depending on, among other things, the risks that the Private Placement will not be completed and that the Business Combination will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be expressly required by applicable securities laws.
SOURCE YORK RIDGE LIFETECH
For further information: For further information: Mark Lawrence, President, Chief Executive Officer and Secretary, York Ridge Lifetech Inc., E-mail: firstname.lastname@example.org, Tel: (416) 707-6630