Vancouver, British Columbia – October 4, 2012 – Escudo Capital Corporation (“Escudo”) announces that it has entered into a letter agreement (the “Letter Agreement”) dated October 2, 2012 with Aston Bay Ventures Ltd. (“Aston”) to acquire all of the outstanding shares of Aston (the “Acquisition”). Upon completion of the Acquisition, all issued and outstanding shares of Aston shall be exchanged for common shares in the capital of Escudo (the “Payment Shares”) on the basis of 1.92 Payment Shares for every Aston common share held (the “Exchange Ratio”) for an aggregate of approximately 30,000,000 Payment Shares. The Payment Shares will be subject to escrow and resale restrictions in accordance with the policies of the TSX Venture Exchange (the “Exchange”).
Escudo is a “capital pool company” under the policies of the Exchange and the Acquisition, if completed, will represent a “qualifying transaction” in accordance with Exchange policies. The Acquisition is an arm’s length transaction, and as such, will not be subject to Escudo receiving shareholder approval. Upon completion of the transaction, Escudo will be listed as a Tier 2 Mining Issuer pursuant to the initial listing requirements of the Exchange.
Aston is a private mineral exploration company incorporated pursuant to the laws of British Columbia. Aston holds an option to acquire the Storm Copper Property and the Seal Zinc Property (together, the “Project”), both located on Somerset Island, Nunavut. Financial statements for Aston are currently being prepared and will be disclosed in a subsequent news release, in accordance with Exchange policies, when available.
Pursuant to the terms of the Letter Agreement, the Acquisition will be undertaken by way of a plan of arrangement or similar form of transaction which will result in Escudo acquiring all of the currently issued and outstanding common shares of Aston in exchange for the issuance of approximately 30,000,000 common shares of Escudo to Aston shareholders on the basis of 1.92 Escudo common shares for every Aston common share. As a result of the Acquisition, Aston will become a wholly-owned subsidiary of Escudo and Escudo will carry out the business of mineral exploration through Aston. In addition, Aston will have the right to issue up to 1,000,000 additional common shares before completion of the Acquisition, in which case the Exchange Ratio will be reduced proportionately such that the aggregate number of Payment Shares issued by Escudo in exchange for common shares of Aston does not exceed 30,000,000.
Completion of the Acquisition is subject to a number of conditions, including, but not limited to:
- Exchange acceptance;
- completion of customary due diligence reviews, with results satisfactory to Escudo and Aston;
- operation of the business by Escudo and Aston in a manner consistent with past practices in the ordinary course;
- the absence of any material adverse changes in Escudo’s or Aston’s business, assets or liabilities;
- receipt of all approvals of the boards of directors of Escudo and Aston and all third-party consents;
- completion of the minimum Private Placement as described below;
- receipt by Escudo of an updated technical report in compliance with National Instrument 43-101 on the Project on or before November 15, 2012; and
- delivery by counsel for Aston to Escudo of a title opinion on the Project and all other legal opinions required by Escudo, acting reasonably.
There can be no assurance that the Acquisition will be completed as proposed or at all or that the Exchange will approve a definitive agreement, if and when one is reached between the parties.
Directors, Officers and Other Insiders
Names and backgrounds of the proposed directors, senior officers and insiders of Escudo following the Acquisition will be disclosed in a subsequent news release, in accordance with Exchange policies, when available.
The Letter Agreement contemplates, as a condition to and concurrently with closing of the Acquisition, a private placement financing. The financing will consist of a minimum of 8,000,000 and a maximum of 20,000,000 common shares of Escudo at a price of $0.25 per share for aggregate proceeds of a minimum of $2,000,000 and a maximum of $5,000,000 (the “Private Placement”). Aston will assist Escudo in identifying potential purchasers of such common shares.
Proceeds from the Private Placement will be used for carrying out an exploration program on the Project and for general corporate purposes.
As the Project is located in Canada and a technical report on the Project will be prepared in accordance with National Instrument 43-101, Escudo intends to avail itself of the exemptions from the sponsorship requirements pursuant to the policies of the Exchange.
For additional information, please contact:
John Boddie, Chief Executive Officer, Secretary and Director
Telephone: (604) 893-8784
Benjamin Cox, CEO, Aston Bay Ventures Ltd.
Telephone (360) 262 6969
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 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 Inc. 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 certain statements that may be deemed “forward-looking statements”.Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Escudo believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Escudo’s management on the date the statements are made. Except as required by law, Escudo undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.