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TORONTO, April 17, 2012 /CNW/ - Rockstar Capital Corp. (TSXV: ROC.P) ("Rockstar") is pleased to announce that it has entered into an amalgamation agreement (the "Definitive Agreement") with First Global Data Corp. ("First Global"), in respect of its previously announced qualifying transaction. Pursuant to the terms of the Definitive Agreement, upon completion, the transaction will result in a reverse take-over of Rockstar by the shareholders of First Global (the "Transaction"). The Definitive Agreement was negotiated at arm's length and is effective as of April 4, 2012. The Transaction is subject to requisite shareholder and regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV") and standard closing conditions. Reference is made to Rockstar's press release dated November 1, 2011 for additional details relating to Rockstar, First Global and the Transaction.
Additional Details about the Amalgamation
Pre-Closing Capitalization of Rockstar
Prior to the completion of the Transaction, it is expected that the shares of Rockstar will be consolidated on a basis of one post-consolidation share for three pre-consolidation shares (the "Consolidation"). There are currently 9,347,500 pre-Consolidation Rockstar common shares ("Rockstar Shares") issued and outstanding. After the Consolidation, there will be 3,115,833 issued and outstanding on a post-Consolidation basis.
Terms of the Transaction
The Transaction is intended to be a three-cornered amalgamation among Rockstar, First Global and Rockstar Acquisition Corp. ("Rockstar Subco"), a wholly-owned subsidiary of Rockstar, whereby First Global and Rockstar Subco will amalgamate and the shareholders of First Global will receive securities of Rockstar. The amalgamated company ("Amalco") will be Rockstar's wholly-owned subsidiary and will carry on the business of First Global. Rockstar, as the resulting issuer, will be renamed "First Global Data Limited" (the "Resulting Issuer"), or such other name as the board of directors of the Resulting Issuer may determine. Upon the completion of the Transaction, each share of First Global shall be replaced by one share of Rockstar on a post-Consolidation basis. Each Rockstar Subco common share shall be replaced by one Amalco common share issued in favour of Rockstar, such that Rockstar holds all the shares of Amalco.
Pursuant to the terms of the Definitive Agreement, Rockstar will acquire all of the common shares of First Global ("First Global Shares"). It is expected that 76,176,695 First Global Shares (such total being inclusive of First Global Shares issued pursuant to debt and debenture conversions and a private placement that will occur prior to the completion of the Transaction, but exclusive of the exercise of an over-allotment option by the agent to the private placement) will be exchanged for an equal number of newly-issued Rockstar Shares at a deemed price of $0.40 per share resulting in Rockstar shareholders holding approximately 4% of the common shares of the Resulting Issuer.
Proposed Private Placement
Additionally, Rockstar announces that, in connection with the Transaction, First Global has engaged Canaccord Genuity Corp. (the "Agent") to complete a brokered private placement (the "Private Placement") of 7,500,000 units of First Global (each, a "Unit") for gross proceeds of $3,000,000 at an anticipated issue price of $0.40 per Unit. The Agent has been granted an option to increase the size of the Private Placement by 15%, exercisable until the day prior to closing. Each Unit is expected to be comprised of one common share (each, a "Private Placement Share") and one-half of one common share purchase warrant (each whole warrant, a "Private Placement Warrant") of First Global. Each Private Placement Warrant shall entitle the holder thereof to purchase, for a period of 24 months from the closing of the Private Placement, one First Global Share upon payment of $0.75. On closing of the Transaction, the Private Placement Shares will be exchanged for Rockstar Shares, on a post-Consolidation basis, on a one for one basis. The Private Placement Warrants will be exchanged for common share purchase warrants of Rockstar with the same terms and conditions as the Private Placement Warrants.
The Private Placement is a condition precedent to the completion of the Transaction and shall be completed on a "best efforts" agency basis pursuant to the terms and conditions of an agency agreement.
In connection with the Private Placement, the Agent will receive (i) a cash commission of 8% of the total proceeds of the Private Placement, and (ii) compensation options to acquire such number of units (each, a "Private Placement Agent's Option Unit") (following the completion of the Transaction) which is equal to 8% of the aggregate number of Units sold. Each Private Placement Agent's Option Unit shall be comprised of one First Global Share and one half of one full warrant to acquire one First Global Share at an exercise price of $0.75 per share for a period of two years from the completion of the Transaction.
All information contained in this news release with respect to Rockstar and First Global was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
|Andre Itwaru, Chairman, President and Chief Executive Officer, First Global Data Corp.|
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, 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 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 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; future exploration and testing; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Rockstar and First Global disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For further information:
Jesse Kaplan, Chief Executive Officer and Corporate Secretary, Rockstar Capital Corp.
Andre Itwaru, Chairman, President and Chief Executive Officer, First Global Data Corp.