ACN (TSX-V)
TORONTO, Jan. 19, 2015 /CNW/ -Asher Resources
Corporation ("Asher" or the "Company") announced today that it
has entered into an amalgamation agreement with 2500527 Ontario
Ltd., a wholly-owned subsidiary of Asher ("Asher Subco"),
and Drone Delivery Canada Inc. ("DDC") dated January 19, 2016 providing for, subject to the
completion of satisfactory due diligence by both parties and other
conditions, the acquisition by Asher of all of the issued and
outstanding common shares of DDC (the "Transaction"),
pursuant to which Asher Subco and DDC will amalgamate and the
outstanding securities of DDC will be exchanged, on a one-for-one
basis, for securities of the Company. It is intended that following
completion of the Transaction former DDC shareholders will hold
approximately 87% of the resulting issuer and Asher shareholders
will hold approximately 13% of the resulting issuer and the
resulting issuer will continue as a technology company and the
business of DDC. Further information on the Transaction can
be found in the Company's press release dated December 17, 2015.
Prior to closing the Transaction, it is anticipated that Asher
will apply to list its common shares for trading on the Canadian
Securities Exchange (the "CSE") and voluntarily delist its
common shares from the TSX Venture Exchange (the
"TSXV"). It is expected that Asher will delist from
the TSXV concurrently with the listing on the CSE immediately
following the completion of the Transaction.
On closing of the Transaction it is anticipated that Asher will
change its name to "Drone Delivery Canada Corp." and the board of
directors and management of the resulting issuer will consist of
the following persons:
Tony Di Benedetto – Director
and Chief Executive Officer
Tony has been actively involved in the Canadian technology
services sectors since the early 1990's and has built a number of
tech companies, including internet hosting providers, managed
service providers, wireless broadband networks and data center
facilities. Tony is active in a number of other ventures, including
Data Centre Realty, Di Benedetto Group and MS
Transactions. Tony brings over 17 years of IT
entrepreneurship, technology M&A and capital markets experience
to DDC's management team.
Paul Di Benedetto – Chief
Technology Officer and Corporate Secretary
Paul is responsible for overseeing DDC's R&D, engineering,
and technical operations. Along with his brother Tony, Paul
has co-founded a number of highly successful technology enterprises
in the Canadian marketplace and has led the technology oversight
roles in each of these entities. Paul is instrumental in
implementing technology structures which maximize organizational
growth with a view to maximizing return on investments for all
stakeholders. Paul brings over 15 years of technology architecture
and engineering experience to DDC's management team.
Richard Buzbuzian – President
and Director
Richard is a capital markets executive with over 20 years of
experience in the technology and resource sectors. During this
time, Richard has acted primarily as principal completing various
public offerings, corporate finance and M&A transactions all
while working closely with investment bankers, securities lawyers
and auditors in both Canada and
Europe. Currently Richard is
President and CEO of Asher and a director of CT Developers, (DEV.P:
TSXV). Richard is also President and CEO of Oriana Resources
Corp. (OUP.P: TSXV), a Canadian capital pool company that is
presently completing a reverse takeover of Graphene Lighting
Limited PLC of Manchester
England.
Robert Suttie – Chief
Financial Officer
Robert possesses more than 16 years of experience in public
company accounting. Robert specializes in management advisory
services, accounting and the financial disclosure needs for various
groups of public companies. He is regularly involved in initial
public offerings, business combinations and asset carve-outs and
spin-out transactions. In addition, Robert also serves as Chief
Financial Officer to a number of junior mining companies listed on
the TSX and TSX Venture exchanges, leveraging his skills and
experience to become integral to such reporting issuers.
Greg Colacitti – Vice
President
Greg is responsible for developing DDC's customer channel.
Greg has been involved in building a number of manufacturing
companies both in Canada and
the United States and brings over
15 years of entrepreneurial experience in business development,
marketing and executive leadership. Greg has been recognized for
his keen ability to identify emerging trends and to formulate
robust business models to maximize return on investment.
Chris Irwin – Director
Chris practices securities and corporate/commercial law and has
been the managing partner of Irwin Lowy LLP since January 2010; prior thereto he was the President
of Irwin Professional Corporation from August 2006 to December
2009; and prior thereto he was an associate at Wildeboer
Dellelce LLP from January 2004 to
July 2006. Mr. Irwin advises a number of public companies,
board of directors and independent committees on a variety of
issues. Mr. Irwin is a director and/or officer of a number of
public companies, including: Kerr Mines Inc., Laramide Resources
Ltd. and Mag Copper Limited. Mr. Irwin is a former Director
of Trelawney Mining and Exploration Inc., a company acquired by
IAMGOLD Corporation in a $608 million
transaction, and a former Director of Southern Star Resources Inc.,
which was formerly listed on TSX prior to becoming Gold Eagle Mines
Ltd. and being taken over by Goldcorp Inc. in a $1.5 billion transaction.
Michael Della Fortuna –
Director
Michael is the Chief Executive Officer of Nexeya Canada, a
provider of mission critical products and solutions for space,
aviation and transportation applications. Prior to joining
Nexeya Michael held VP and Director level roles in engineering,
operations and sales & marketing for General Electric, SPAR
Aerospace, Husky Injection Molding and Mircom. Michael was
also a partner in nCompass Capital which launched and supported a
number of ventures including PowerSure Technologies, Platinum
Coachworks, ShipForLess and EnviroBlue / ZipBinz. A licensed
Professional Engineer and Accredited Risk Manager Michael received
his degree from the Royal Military College of
Canada in Kingston, Ontario
and served in the Royal Canadian Air Force as an Aerospace
Engineering Officer.
Rob Montemarano –
Director
Rob is a partner and Vice-President of Lakeview Group Ltd., a
residential and commercial property development and construction
company. Lakeview has built over 10,000 homes and developed 14,000
residential lots since 1980. Lakeview owns a portfolio of
residential, industrial, retail, hotel and office income producing
properties. Rob has been involved in corporate and project
financing activities in real estate, mineral exploration,
hospitality and a variety of other industries. He is a
director of Asher and Armada Data Corporation (ARD: TSXV) and is a
member of the audit committee for both companies. He was also
a director of Ontex Resources from 1995 to 2010 which changed its
name to Goldstone Resources and was bought by TSX listed Premier
Gold in June 2011 for $90 million. He was also a director of
several other publicly traded companies in the past 15 years.
No Insider, promoter or Control Person (as such terms are
defined in the policies of the TSXV) of Asher has any interest in
DDC prior to giving effect to the Transaction, except that
Richard Buzbuzian, the President,
Chief Executive Officer and a director of Asher, and the President
of DDC, holds approximately 2.1% of the issued and outstanding DDC
Shares.
Further, concurrent with closing the Transaction it is expected
that Asher will consolidate its common shares on a 4 for 1 basis
and complete a debt settlement with certain creditors to settle an
aggregate of $185,000 owing by Asher
at a deemed price of $0.015 per Asher
common share on a pre-consolidated basis ($0.06 on a post-consolidated basis).
Closing of the Transaction is expected to occur on or about
April 28, 2016 and remains
subject to a number of conditions, including the completion of
satisfactory due diligence, receipt of any required shareholder,
regulatory and third-party consents, the CSE having conditionally
accepted the listing of the Company's common shares, the TSXV
having agreed to voluntarily delist the Company's common shares,
and the satisfaction of other customary closing
conditions. Investors are cautioned that, except as to be
disclosed in any management information circular to be prepared in
connection with the Transaction, any information released or
received with respect to the proposed Transaction may not be
accurate or complete and should not be relied upon.
Additional information regarding the Transaction will be made
available under the Company's profile on SEDAR (www.sedar.com) as
such information becomes available.
The Transaction cannot close until the required approvals are
obtained, and the Company's common shares have been delisted from
the TSXV. There can be no assurance that the Transaction will
be completed as proposed or at all, or that the Company's common
shares will be listed and posted for trading on any stock exchange.
Trading in the Company's common shares will remain halted.
As the Transaction will only be completed following or
concurrent with the delisting of the Asher common shares from the
TSXV, the TSXV will not be reviewing or approving the terms and
conditions of the Transaction nor any materials that may be
delivered to shareholders in connection therewith.
Further information regarding the Transaction will be provided
in future press releases at such time the information becomes
available.
About DDC
DDC is a drone technology company incorporated under the laws of
Ontario and based out of
Vaughan, Ontario focused on the
design, development and implementation of a commercial drone
logistics platform for retailers, service organizations and
government agencies.
For more information please visit
www.dronedeliverycanada.com
Forward-Looking Information
This press release contains forward-looking information based on
current expectations. Statements about the closing of the
Transaction, expected terms of the Transaction, the number of
securities of Asher that may be issued in connection with the
Transaction, the ownership ratio of Asher's shareholders
post-closing, and the parties' ability to satisfy closing
conditions and receive necessary approvals are all forward-looking
information. These statements should not be read as guarantees of
future performance or results. Such statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially
different from those implied by such statements. Although such
statements are based on management's reasonable assumptions, there
can be no assurance that the Transaction will occur or that, if the
Transaction does occur, it will be completed on the terms described
above. Asher and DDC assume no responsibility to update or revise
forward-looking information to reflect new events or circumstances
unless required by law.
Cautionary Statements
The TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this press release.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV 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.
Neither TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any securities in the United States. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or any
state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
SOURCE Asher Resources Corporation