Central Announces Merger with Canadian Uranium Financing
10 Febbraio 2014 - 4:14PM
Marketwired
Central Announces Merger with Canadian Uranium Financing
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb 10, 2014) -
Central Resources Corp., (TSX-VENTURE:CBC) ("Central" or the
"Company") is pleased to announce that it has entered into a letter
of intent ("LOI") to acquire (the "Acquisition") all of the issued
and outstanding securities of Canadian Uranium Corp. ("CANU"), an
arms'-length private British Columbia mining exploration
company.
The Acquisition is expected to be structured as a three-cornered
amalgamation between Central, CANU and a wholly owned subsidiary of
the company, whereby CANU will amalgamate with Central's subsidiary
to form a new entity ("Amalco"). The shareholders of CANU will
receive common shares of the Company ("CBC Shares") in exchange for
their common shares of Canadian Uranium ("CANU Shares") on the
basis of one (1) CBC Share for every one and a half (1.5) CANU
Shares (the "Share Exchange"), and the Company will acquire all of
the issued and outstanding common shares of Amalco. The Company
will also change its name to "Canadian Uranium Inc." or a similar
name in connection with the Acquisition.
Prior to the Share Exchange, Central will effect a consolidation
of the CBC Shares (the "Consolidation") on a two for one basis,
resulting in 7,558,500 CBC Shares issued and outstanding based on
15,117,000 CBC Shares being issued and outstanding as of the date
hereof.
After the Share Exchange, the Company is expected to have
19,423,168 common shares issued and outstanding based on the
current capital structure of CANU and Central, with shareholders of
CANU holding approximately 61% of the issued shares and Central
shareholders holding approximately 39% of the issued shares.
In connection with the Acquisition, the Company will undertake a
private placement (the "Private Placement") of common shares in two
tranches for gross proceeds of not less than $700,000 at a price
per post-Consolidation CBC Share of $0.075 (or at a price per
pre-Consolidation share of $0.0375). It is anticipated that the
Company may settle a portion of outstanding debts on the same terms
as the Private Placement.
Completion of the Acquisition is subject to a number of
conditions, including, but not limited to the receipt of all
necessary regulatory, corporate and third party approvals,
compliance with all applicable regulatory requirements, and the
completion of the Private Placements for gross proceeds of not less
than $700,000. It is expected that the acquisition will constitute
a Reverse Takeover ("RTO") under the rules and policies of the TSX
Venture Exchange.
The LOI contemplates material conditions precedent to be
fulfilled prior to there being a binding agreement between the
Company and CANU, including customary due diligence, the
negotiation and execution of a definitive agreement and board
approvals being obtained. Until satisfaction of these and other
conditions precedent, the likelihood of closing the transaction is
uncertain and trading in the securities of the Company would be
highly speculative. Further disclosure concerning the terms and
conditions of the Acquisition will be disclosed once the conditions
precedent have been fulfilled and a definitive agreement is entered
into.
Trading in the Company's shares has been halted in compliance
with the RTO policies of the TSX Venture Exchange.
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.
This news release contains forward-looking information,
which involves known and unknown risks, uncertainties and other
factors that may cause actual events to differ materially from
current expectation. Important factors - including the availability
of funds, the results of financing efforts, the results of
exploration activities -- that could cause actual results to differ
materially from the Company's expectations are disclosed in the
Company's documents filed from time to time on SEDAR (see
www.sedar.com). Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this press release. The company disclaims any intention or
obligation, except to the extent required by law, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Central Resources Corp.Paul ReynoldsPresident and CEO604 630
3731info@centralres.cawww.centralres.ca
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