Vancouver, British Columbia – March 25, 2013: Aston Bay Ventures Ltd. (“Aston Bay” or the “Company”) is pleased to announce the results of its Annual General and Special Meeting of Shareholders (the “Meeting”) held on March 21, 2013 in Vancouver, B.C. At the Meeting, shareholders approved all resolutions put before them by management, including the election of all director nominees, the re-appointment of the incumbent auditor and approval of the proposed transaction (the “Transaction”) with Escudo Capital Corporation (“Escudo”), a Capital Pool Company pursuant to the policies of the TSX Venture Exchange (the “TSX-V”), whereby Escudo will acquire all of the issued and outstanding shares of Aston Bay by way of plan of arrangement (the “Arrangement”) pursuant to the British Columbia Business Corporations Act. The Transaction is intended to serve as Escudo’s Qualifying Transaction pursuant to the policies of the TSX-V.
As a result of the proposed Arrangement, each Aston Bay shareholder will receive one common share in the capital of Escudo for each share of Aston Bay held by that shareholder on the effective date of the Transaction. Completion of the proposed Transaction is subject to the approval of the Supreme Court of British Columbia and final acceptance by the TSX Venture Exchange (“TSX-V”).
At 9:45 a.m. on April 2, 2013, Aston Bay plans to apply to the Supreme Court of British Columbia (the “Court”) at 800 Smithe Street, Vancouver, British Columbia, to obtain an Order of the Court approving the Arrangement. At the hearing, any registered shareholders of Aston Bay and any other interested parties who wish to participate or to be represented or to present evidence or arguments may do so, subject to filing with the Court and delivering a notice of such intention to Shane D. Coblin, Kornfeld LLP, 1100 One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia V7X 1M5, counsel for Aston Bay, no later than 4:00 p.m. on April 1, 2013, the day immediately preceding the date of the hearing.
The following is a summary of results of the Meeting.
Election as Directors
Aston Bay’s incumbent directors, namely: Benjamin Cox, Moshe Cohen and Clifford Boychuk, and new director David Drover, were elected as directors of Aston Bay for a term of one year.
Re-appointment of incumbent Auditor
MSCM LLP, Aston Bay’s auditor since October 2012, was re-appointed by Aston Bay shareholders at the meeting. Directors of Aston Bay were authorized by shareholders to fix the Auditor’s remuneration.
Acceptance of Financial Statements and Directors’ Report
Aston Bay’s Financial Statements for fiscal year ended September 30, 2012 and accompanying Auditor’s Report dated February 28, 2013 were received by shareholders of the Company. In addition, the report of the directors of Aston Bay was received by shareholders of the Company.
Special Resolution regarding the Arrangement
A Special Resolution regarding the Arrangement was authorized, approved and adopted by the shareholders of Aston Bay.
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 Aston Bay 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 Aston Bay’s management on the date the statements are made. Except as required by law, Aston Bay undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.