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CALGARY, March 12 /CNW/ - Aqueous Capital Corp. ("Aqueous") (CNSX: SQC) is pleased to announce its intention to make an offer to acquire (the "Acquisition") all of the outstanding shares of Octagon Properties Group Ltd. ("Octagon"). Octagon is a private real estate holding and development company with revenue producing properties located primarily in Alberta. The Acquisition is subject to a number of conditions, including all applicable regulatory approvals; Octagon obtaining independent appraisals of its real property assets which, in the aggregate, shall amount to not less than $16,033,865; Octagon obtaining all required third party consents in respect of the Acquisition; and at least 75 percent of Octagon shareholders accepting the offer. Aqueous has entered into lock-up agreements with certain shareholders of Octagon, whereby holders of approximately 60% of the outstanding Common Shares have agreed to tender theirs shares in support of the Acquisition. Consideration for the Acquisition is expected to consist of the issuance of 16,033,865 shares of Aqueous. Formal terms and timing of the Acquisition is expected to be determined shortly.
Aqueous is also pleased to announce its intention to sell up to $7.2 million of Aqueous shares at a price of $0.90 per Aqueous share (the "Offering"). The Offering will be completed pursuant to the applicable private placement exemptions and subject to receipt of all applicable exchange and regulatory approvals. Net proceeds from the Offering are expected to be utilized primarily to retire a portion of Aqueous' debt. Closing of the Offering is expected to occur on or about April 26, 2010.
Aqueous also announces that it has entered into agreements dated effective March 3, 2010 with Tony Argento, Chairman, Chief Executive Officer and a director of Aqueous, and with Peter Jarman, President and director of Aqueous, whereby each of the individuals, and their respective holding companies, subject to applicable exchange and regulatory approvals, has agreed to accept 1,436,046 Aqueous shares (to be issued at a deemed price of $0.43 per share) in satisfaction of the $617,500 debt owed by Aqueous to each of the individuals, and their respective holding companies. Messrs. Argento and Jarman and their respective holding companies have agreed to release Aqueous from any and all obligations and commitments of Aqueous with respect to the debt in question.
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the Acquisition and the Offering. 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 Acquisition or the Offering may not be completed on the terms set forth herein or at all. 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.
THE CNSX EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS PRESS RELEASE.
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