TORONTO, Jan. 3, 2019 /CNW/ - Avant Imaging & Integrated Media Inc. ("AIIM") and Canadian Oil Recovery and Remediation Enterprises Ltd. (TSX-V CVR) ("CORRE") are pleased to announce that they have entered into a binding letter agreement (the "Agreement") whereby AIIM will complete a reverse take-over of CORRE (the "RTO"). AIIM is a leader in providing print, data driven digital print communications and digital cross media. AIIM operates within a 72,000 square foot campus in Aurora, Ontario, with 70 full-time employees. AIIM was initially founded in 1990 by brothers, Frank and Mario Giorgio. While AIIM's heritage is commercial printing, AIIM has developed a wide range of direct marketing services to meet customers' growing needs including aiim•PRINTSMART, aiim•ON·DEMAND, aiim•FULFILLMENT, aiim•CONNX, aiim•ANALYTICS, aiim•1:1, aiim•DIRECTMAIL, aiim•SMARTSTATEMENTS, aiim•VICIMAP, aiim•LARGE FORMAT and aiim•SOCIAL. Through these services, AIIM's customers realize immediate benefits that help them do more with their marketing budgets. AIIM has demonstrated a strong history of sales and growth, with gross revenues in excess of $15 million in each of its three most recently completed financial years, with EBITDA ranging between $50,000 and $550,000.
Under the Agreement, AIIM shareholders shall receive consideration consisting of a cash payment in the aggregate amount of $3,375,000 and the issuance of common shares in the capital of CORRE having an aggregate value of $4,470,360 for an aggregate purchase price of $7,845,360. CORRE's name will be changed to AIIM – Avant Imaging & Integrated Media Inc. The Management of AIIM will become the management of the public company after completion of the RTO. AIIM's location will remain intact and it will continue to carry on business as usual without any disruption. Following completion of the RTO, AIIM will be seeking opportunities for acquisition and further development of the aim.SOCIAL Sharing software.
In connection with the Agreement, the companies expect to complete an equity financing for aggregate gross proceeds of not less than $4,250,000 (the "Financing"). In addition, all of the outstanding shareholder loans of CORRE (currently in the aggregate amount of approximately $2,363,829) will be converted into common shares of CORRE at a price of $0.05. CORRE will hold an annual and special meeting of its shareholders in early 2019 to approve the RTO, in addition to certain related matters of business, including a consolidation of CORRE's common shares on a ten-for-one (10:1) basis and the change of CORRE's name to AIIM, as noted above.
Completion of the RTO is subject to a number of conditions, including, but not limited to: the satisfaction of the initial listing requirements of the TSX Venture Exchange (the "Exchange"); Exchange approval of the RTO; completion of a satisfactory due diligence review; completion or waiver of sponsorship; receipt of the shareholder approvals referenced above, completion of the Financing and the approval of the board of directors of CORRE. The RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all. The RTO is an arm's length transaction and there are no finder's fees (or any other fees of such nature) payable in connection with this transaction.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the RE\TO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of CORRE should be considered highly speculative.
The common shares of CORRE will remain halted pending receipt by the Exchange of certain required materials from CORRE.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this news release.
AIIM is a leader in providing print, data driven digital print communications and digital cross media. AIIM operates within a 72,000 square foot campus in Aurora, Ontario, with 70 full-time employees. AIIM was initially founded in 1990 by brothers, Frank and Mario Giorgio. While AIIM's heritage is commercial printing, AIIM has developed a wide range of direct marketing services to meet customers' growing needs including aiim•PRINTSMART, aiim•ON·DEMAND, aiim•FULFILLMENT, aiim•CONNX, aiim•ANALYTICS, aiim•1:1, aiim•DIRECTMAIL, aiim•SMARTSTATEMENTS, aiim•VICIMAP, aiim•LARGE FORMAT and aiim•SOCIAL. Through these services, AIIM's customers realize immediate benefits that help them do more with their marketing budgets.
CORRE is a Canadian-based oil services company which trades on the TSX Venture Exchange under the symbol CVR. CORRE provides full cycle oil waste management solutions to the petroleum industry. CORRE's customers are primarily in the upstream petroleum sector (oil production and drilling companies) and downstream petroleum sector (oil refinery, transportation and distribution companies). CORRE's operating lines include remediating oil-contaminated soil; treating sludge, oil based muds and drilling waste, oil recovery; automated oil storage tank cleaning, oil and gas engineering, and project management. CORRE provides its advanced environmental solutions through strategic operating partnerships with some of the most distinguished companies throughout the world.
Forward Looking Statements
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, the completion of the RTO, the completion of the Financing and the receipt of Exchange approval in respect of the RTO. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Please refer to the risk factors disclosed under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Canadian Oil Recovery & Remediation Enterprises Ltd.
For further information: Contacts: AIIM (Avant Imaging & Integrated Media), Mario Giorgio - Chairman & CEO, 416-798-7110, [email protected]; CORRE LTD., John Lorenzo - Chairman & CEO, 416-368-4027, [email protected]; Corporate Development & Shareholder Communications, 416-368-4027