TORONTO, Oct. 17, 2012 /CNW/ - Everfront Ventures Corp. ("Everfront") (TSXV: "EVC.P"), a capital pool company ("CPC"), is pleased to announce that, further to its press release dated September 6, 2012, it has entered into an amalgamation agreement dated October 12, 2012 (the "Amalgamation Agreement") with Canagco Mining Corp. ("Canagco"), to acquire all of the outstanding common shares of Canagco by way of a three cornered amalgamation (the "Transaction") among Everfront, Canagco and a wholly owned subsidiary ("Subco") of Everfront to be incorporated under the laws of the Province of Ontario for the purposes of the Transaction.
The Transaction is subject to TSX Venture Exchange ("TSXV") approval and is intended to constitute Everfront's "Qualifying Transaction" in accordance with TSXV Policy 2.4 - Capital Pool Companies. On closing of the Transaction, Everfront, the resulting issuer, anticipates being classified as a "Tier 2" issuer that will meet the TSXV's initial listing requirements for a mining company. The Transaction will not be a Non-Arm's Length Qualifying Transaction (as that term is defined under the TSXV policies), and as such, it is not expected that approval of Everfront's shareholders will be required.
Terms of the Agreement
Subject to the terms and conditions and in the manner as set out in the Amalgamation Agreement, Canagco and Subco will amalgamate, pursuant to the provisions of the Business Corporations Act (Ontario) ("OBCA"), effective as of the date set forth in a certificate of amalgamation to be issued pursuant to the OBCA in respect of the Transaction (the "Effective Time"). Each common share of Canagco issued and outstanding before the Effective Time shall be cancelled and its holder shall receive therefor one (1) fully paid and non-assessable common share of Everfront. The common shares of Subco issued and outstanding immediately before the Effective Time shall be replaced by common shares of the amalgamated company issued in favour of Everfront. Upon amalgamation, Canagco will effectively be a wholly-owned subsidiary of Everfront.
Conditions for Closing of the Amalgamation
The Amalgamation Agreement provides that closing of the Transaction is subject to a number of conditions including, among other things: (i) receipt of all regulatory approvals, including that of the TSXV; (ii) Everfront being able to satisfy the applicable initial listing requirements of the TSXV as of the completion of the Transaction; (iii) Everfront having complied with the sponsorship requirements set out in TSXV Policy 2.2 - Sponsorship and Sponsorship Requirements and either having engaged a sponsor in accordance therewith or having obtained an exemption from the TSXV in respect of compliance with such obligations; (iv) corporate approval of the various transactions contemplated by the Transaction from the directors and shareholders of Everfront, Canagco and Subco as applicable; and (v) the completion of the Private Placement (as defined below).
Prior to or concurrently with the closing of the Transaction, Canagco will complete one or more private placements (the "Private Placement") for gross proceeds of not less than the amount necessary to ensure that there are sufficient funds to satisfy any working capital requirements of the TSXV to obtain the final approval of the Transaction by the TSXV on terms whereby such securities will entitle the holder thereof to receive, without payment of any additional consideration, one common share in the capital of Everfront upon the satisfaction of certain conditions.
As of the date hereof, Everfront has 3,840,550 common shares issued and outstanding, 384,054 management options exercisable at $0.20 per share and 233,550 agent's options exercisable at $0.20 per share. In addition, Everfront intends to issue 175,000 shares as a finder's fee to Global Securities Corporation in connection with the Transaction. As of the date hereof, Canagco has 34,655,555 common shares issued and outstanding, as well as approximately 5,400,000 common shares reserved for issuance in connection with certain transactions already contemplated by Canagco and agreed to by Everfront.
Canagco and Management of the Resulting Issuer
Please refer to Everfront's press release dated September 6, 2012 for a description of the business of Canagco and management of the resulting issuer.
Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless an exemption from the sponsorship requirement is available. Everfront intends to apply for an exemption from the sponsorship requirement. There is no assurance that Everfront will be able to obtain such an exemption.
Everfront's common shares are currently halted and Everfront anticipates they will remain halted until the documentation required by the TSXV for the proposed Transaction can be provided to the TSXV.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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 Everfront should be considered highly speculative.
The TSXV 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 the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed Transaction and the proposed Private Placement. Although Everfront believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Everfront cautions investors that any forward-looking information provided by Everfront are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Everfront's ability to complete the proposed Transaction; the state of the financial markets for Everfront's securities; the state of the market for minerals that may be produced generally by the Resulting Issuer in the event the Transaction is completed; recent market volatility; Everfront's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Everfront is unaware of at this time. The reader is referred to Everfront's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of all applicable risk factors and their potential effects, copies of which may be accessed through Everfront's page on SEDAR at www.sedar.com.
SOURCE: Everfront Ventures Corp.
For further information:
Joshua Gerstein at (416) 479-8623