MONTREAL, Dec. 17 /CNW Telbec/ - Emergence Resort Canada Inc.
("Emergence") (TSX-V:ERS.H), a capital pool company listed on the NEX board,
reached an Agreement in Principle with CSP Telecom ("CSP") dated September
28th, 2007, and has agreed, subject to regulatory approval, to initiate the
relevant procedures for the conclusion of an arm's length qualifying
transaction in accordance with Policy 2.4 of the TSX Venture Exchange
Corporate Finance Manual (herein referred to as the "Qualifying Transaction").
The Agreement in Principle was renewed on December 13th, 2007.
As previously stated in Emergence's press release issued on October 5th,
2007, the proposed Qualifying Transaction consists of the acquisition of all
of the issued and outstanding shares and securities of CSP, a company based in
Quebec City, Quebec.
CSP was established in June 2004 and incorporated in September 2005
pursuant to the Companies Act (Quebec) and has been in operation since then.
Its head office is located at 5100 des Tournelles, Suite 225, Quebec City,
Quebec, G2J 1E4. The shareholders of CSP are Mr. Claude Stéphane Payeur and
Payeur Corporation Canada. CSP as an innovative business plan positioned to
deliver exclusive and state of the art technical support and services by
providing continuous and unique 24/7 customer response center exploiting its
knowledge base capable of solving its customers converging technology needs
targeted to residential, SOHOs and SME markets through the deployment of it's
proprietary "Knowledge Management System" and "Teckee" technology providing
advance competitive advantage. Futhermore, CSP is a technology consolidator in
a fragmented industry through its strategic acquisition plan creating critical
mass related to territory coverage, technical support and customer growth.
First acquisition for CSP
Based on CSP's business model and consolidation possibilities in the
market, a first acquisition has been locked up by way of signing of a binding
agreement whereas CSP is to acquire the target company ("TargetCo"), subject
to the closing of the Qualifying Transaction. TargetCo, which is based in
Quebec, has generated revenues in 2007 (on an unaudited basis) of
approximately five million five hundred dollars ($5,500,000) with geographical
coverage which will benefit CSP and strong technical background.
The parties have agreed that the aggregate purchase price for all of the
issued and outstanding shares of CSP shall be five million dollars
($5,000,000) ( the "Purchase Price") payable by the issuance of 10,000,000
Class "A" common shares of Emergence (the "Common Shares") at a deemed price
of fifty cents ($0.50) per Common Share.
Furthermore, Emergence changed its concurrent financing conditions. As
such, the Qualifying Transaction will be subject to the closing of a minimum
brokered private placement of five million dollars ($5,000,000) and a maximum
private placement of seven million five hundred thousand dollars ($7,500,000)
(the "Concurrent Financing"). The Concurrent Financing will consist in the
issuance of a minimum of ten million (10,000,000) units and a maximum of
fifteen million units (15,000,000) (each unit comprised of one common share at
fifty cents ($0.50) and a half share purchase warrant exercisable at a price
of seventy-five cents ($0.75), valid for a period of eighteen (18) months from
the date of issuance (the "Units")
Mr. Luigi Lo Basso appointed as CFO of CSP
Mr. Robert Demers, the CEO of CSP is proud to announce that Mr. Luigi Lo
Basso, former Bell Canada International Finance director in various BCI's
foreign subsidiaries, has joined the CSP management team, and will contribute
to the expansion projects of CSP. Mr. Lo Basso brings a strong acquisition and
analytical backgroung (financial due diligence, acquisition process) and will
be instrumental in assuring the integration of CSP's contemplated
No Sponsorship required
Emergence also discloses that the Qualifying Transaction contemplated,
will no longer be subject to a sponsorship by Northern Securities Inc.
("Northern) given the new parameters of the Concurrent Financing.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable
pursuant to Exchange requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the
required shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should
be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed Qualifying Transaction and has neither approved nor disapproved
the content of this press release.
Further information regarding the proposed Qualifying Transaction will be
For further information:
For further information: Mr. Robert Demers, President and Chief
Executive Officer, CSP Telecom, (418) 663-8383, 1-866-663-8383; Mr. Francois
Houille de Beaulieu, President, Emergence Resort Canada Inc., (514) 933-1503