Eminence Capital II Inc. announces executed letter agreement


TORONTO, Feb. 17 /CNW/ - Eminence Capital II Inc. (TSXV: EII.P) (the "Corporation"), a Capital Pool Company, announced today that it has entered into a letter agreement concerning the proposed acquisition of On-Strike Gold Inc. ("OSG"). The proposed acquisition, if completed, will constitute the Corporation's capital pool qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

The proposed acquisition of OSG will be completed through the issuance of up to 22,000,000 common shares of the Corporation in exchange for all of the issued and outstanding shares in the capital of OSG (the "Transaction"). In addition, the Corporation and OSG intend to complete a flow-through private placement equity financing and a non-flow-through private placement equity financing concurrently with the completion of the Transaction (the "Proposed Financing").

The acquisition by the Corporation of all of the issued and outstanding shares in the capital of OSG is not a Related Party Transaction for the purposes of Exchange policies and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. As a result, the Transaction itself will not be subject to approval of the shareholders of the Corporation; however, other structuring aspects of the Transaction require approval of the Corporation's shareholders under corporate law, including, among other things, (i) the proposed increase of the Corporation's issued and outstanding common shares to 5,000,000 on a basis of 1.0952903 common shares for each current outstanding common share, and (ii) the proposed name change of the Corporation to "X-Met Inc." or such other name as the directors of OSG and the Corporation may decide and as may be acceptable to applicable regulatory authorities upon completion of the Transaction, and the Corporation intends to call a meeting of its shareholders in order to seek approval of such matters.

Completion of the Transaction is subject to a number of conditions, including but not limited to, the negotiation and signing of a definitive agreement, satisfactory completion of due diligence, board and other requisite approvals and the satisfaction of the minimum listing requirements of the Exchange and Exchange approval. There can be no assurance that the transaction will be completed. A comprehensive press release with further particulars relating to the Transaction and the Proposed Financing will follow in accordance with the policies of the Exchange.

OSG is a gold exploration and development company with an experienced management team whose focus is on resource exploration and development. Pursuant to the terms of an option agreement, OSG may earn over a four year period a 75% interest in the Duquesne West/Ottoman Fault project located directly on the Porcupine-Destor Fault in the Province of Quebec.

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 by 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 Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither 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)

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation and OSG assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation and OSG. Additional information identifying risks and uncertainties is contained in filings by the Corporation with Canadian securities regulators, which filings are available under the Corporation's profile at www.sedar.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.


For further information: For further information: Matey Nedkov de Lacamp, Chairman, Eminence Capital II Inc., Phone: (416) 223-4394, E-mail: matey@nedcorpinc.com; Tim Gallagher, Eminence Capital II Inc., Phone: (416) 925-0090, E-mail: tim@inflectioncapital.ca; Alexander Stewart, On-Strike Gold Inc., Phone: (416) 809-9530, E-mail: astewart@minerx.com

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