VANCOUVER, April 2, 2012 /CNW/ - Santa Rosa Resources Corp. (TSX Venture: STR.H), formerly known as Monexa Technologies Corp. (the "Public Company") announces that it completed the sale of its wholly-owned subsidiary, Monexa Services Inc. (the "Subsidiary") on March 31, 2012.
The issued shares of the Subsidiary were sold to 0933003 B.C. Ltd. (the "Purchaser"), a private company owned by Ansera Capital II Limited Partnership and Ansera Capital II L.P. (together, the "Ansera Group"), Pender Growth Fund (VCC) Inc. ("Pender Growth"), certain of the directors and officers of the Public Company, and other private investors (the "Transaction").
A total of 24,508,514 common shares were voted in favour of the Transaction at the annual and special general meeting of shareholders of the Public Company which was held on March 30, 2012 (the "Meeting"). This represents approximately 99.25% of the common shares voted at the Meeting and 54.81% of the number of common shares outstanding as of the record date. The resolution was also passed by 96.47% of the common shares represented by shareholders at the Meeting excluding votes attached to common shares that were owned, controlled or directed, directly or indirectly, by interested parties to the Transaction. In addition, at the Meeting, David J. Roberts, Kelly Edmison, Garry Rasmussen, John Jacobson, Garth Albright and John J. Swift were re-elected as directors of the Public Company, PricewaterhouseCoopers LLP was re-appointed as the auditors of the Public Company, and the shareholders approved the change of the Public Company's name to Santa Rosa Resources Corp.
The consideration paid by the Purchaser for the Subsidiary was a combination of $3,852,805 in cash and the assumption of the obligation to repay a $500,000 loan made by Pender Growth to the Public Company. On closing, the Public Company repaid the accrued interest outstanding under the $500,000 loan plus the outstanding principal and accrued interest outstanding under an additional $100,000 made by Pender Growth to the Company, for an aggregate amount of $205,353. In addition, the Public Company repaid all of the working capital loans made by the Ansera Group to the Public Company, plus accrued interest, for an aggregate amount of $1,356,304. The purchase price will be subject to a final adjustment once the related expenses of the Transaction have been settled between the Purchaser and the Public Company, with the result that the Public Company will have at least $75,000 in working capital.
The completion of the Transaction triggered redemption rights under the Public Company's outstanding 13,266,670 Series A Preferred Shares. On closing, all issued and outstanding Series A Preferred Shares were redeemed at a redemption price of $0.12 per share and all accrued dividends owing pursuant to the terms of the Series A Preferred Shares were paid for an aggregate amount of $1,958,118, together with an amount of $31,200 in withholding taxes which will be remitted to the Province of British Columbia by the Public Company. The Public Company no longer has any Series A Preferred Shares outstanding.
Pursuant to letter agreements entered into with each of the Public Company's optionholders, excluding David Roberts, stock options entitling their holders to purchase an aggregate of 2,461,000 common shares were cancelled effective as of the closing of the Transaction.
The Public Company further announces that David Roberts has replaced John Jacobson as the Public Company's CEO and President. As it is anticipated that David Roberts will continue in his role as the CEO and President of the Public Company as it seeks to acquire a new business, his stock options entitling him to purchase a total of 76,000 common shares at an exercise price of $0.18 per share until November 29, 2012, were not cancelled.
Concurrently with the closing of the Transaction, the Public Company changed its name to Santa Rosa Resources Corp. and changed its stock symbol to "STR".
As the Public Company no longer meets the TSX Venture Exchange's minimum listing requirements for a Tier 2 company, its common shares will be transferred to the NEX board of the Exchange. It is anticipated that the Public Company's common shares will commence trading on the NEX board at market open on April 4, 2012 under the new trading symbol "STR.H".
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.
For further information:
Garth Albright, CFO 604-630-5657 /[email protected]