Everfront Ventures Corp. Enters into Amalgamation Agreement to
Acquire Canagco Mining Corp.
TORONTO,
Oct. 17, 2012 /CNW/ - Everfront
Ventures Corp. ("Everfront") (TSXV: "EVC.P"), a capital pool
company ("CPC"), is pleased to announce that, further to its
press release dated September 6,
2012, it has entered into an amalgamation agreement dated
October 12, 2012 (the
"Amalgamation Agreement") with Canagco Mining Corp.
("Canagco"), to acquire all of the outstanding common shares
of Canagco by way of a three cornered amalgamation (the
"Transaction") among Everfront, Canagco and a wholly owned
subsidiary ("Subco") of Everfront to be incorporated under
the laws of the Province of Ontario for the purposes of the
Transaction.
The Transaction is subject to TSX Venture
Exchange ("TSXV") approval and is intended to constitute
Everfront's "Qualifying Transaction" in accordance with TSXV Policy
2.4 - Capital Pool Companies. On closing of the
Transaction, Everfront, the resulting issuer, anticipates being
classified as a "Tier 2" issuer that will meet the TSXV's initial
listing requirements for a mining company. The Transaction will not
be a Non-Arm's Length Qualifying Transaction (as that term is
defined under the TSXV policies), and as such, it is not expected
that approval of Everfront's shareholders will be required.
Terms of the Agreement
Subject to the terms and conditions and in the
manner as set out in the Amalgamation Agreement, Canagco and Subco
will amalgamate, pursuant to the provisions of the Business
Corporations Act (Ontario)
("OBCA"), effective as of the date set forth in a
certificate of amalgamation to be issued pursuant to the OBCA in
respect of the Transaction (the "Effective Time"). Each
common share of Canagco issued and outstanding before the Effective
Time shall be cancelled and its holder shall receive therefor one
(1) fully paid and non-assessable common share of Everfront. The
common shares of Subco issued and outstanding immediately before
the Effective Time shall be replaced by common shares of the
amalgamated company issued in favour of Everfront. Upon
amalgamation, Canagco will effectively be a wholly-owned subsidiary
of Everfront.
Conditions for Closing of the
Amalgamation
The Amalgamation Agreement provides that closing
of the Transaction is subject to a number of conditions including,
among other things: (i) receipt of all regulatory approvals,
including that of the TSXV; (ii) Everfront being able to satisfy
the applicable initial listing requirements of the TSXV as of the
completion of the Transaction; (iii) Everfront having complied with
the sponsorship requirements set out in TSXV Policy 2.2 -
Sponsorship and Sponsorship Requirements and either having
engaged a sponsor in accordance therewith or having obtained an
exemption from the TSXV in respect of compliance with such
obligations; (iv) corporate approval of the various transactions
contemplated by the Transaction from the directors and shareholders
of Everfront, Canagco and Subco as applicable; and (v) the
completion of the Private Placement (as defined below).
Private Placement
Prior to or concurrently with the closing of the
Transaction, Canagco will complete one or more private placements
(the "Private Placement") for gross proceeds of not less
than the amount necessary to ensure that there are sufficient funds
to satisfy any working capital requirements of the TSXV to obtain
the final approval of the Transaction by the TSXV on terms whereby
such securities will entitle the holder thereof to receive, without
payment of any additional consideration, one common share in the
capital of Everfront upon the satisfaction of certain
conditions.
Capitalization
As of the date hereof, Everfront has 3,840,550
common shares issued and outstanding, 384,054 management options
exercisable at $0.20 per share and
233,550 agent's options exercisable at $0.20 per share. In addition, Everfront
intends to issue 175,000 shares as a finder's fee to Global
Securities Corporation in connection with the Transaction. As of
the date hereof, Canagco has 34,655,555 common shares issued and
outstanding, as well as approximately 5,400,000 common shares
reserved for issuance in connection with certain transactions
already contemplated by Canagco and agreed to by Everfront.
Canagco and Management of the Resulting
Issuer
Please refer to Everfront's press release dated
September 6, 2012 for a description
of the business of Canagco and management of the resulting
issuer.
Sponsorship
Sponsorship of a qualifying transaction of a
capital pool company is required by the TSXV unless an exemption
from the sponsorship requirement is available. Everfront
intends to apply for an exemption from the sponsorship
requirement. There is no assurance that Everfront will be
able to obtain such an exemption.
Trading Halt
Everfront's common shares are currently halted
and Everfront anticipates they will remain halted until the
documentation required by the TSXV for the proposed Transaction can
be provided to the TSXV.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSXV
acceptance. 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 Everfront should be
considered highly speculative.
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. Neither the 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 press release contains forward-looking
information within the meaning of Canadian securities laws.
Such information includes, without limitation, information
regarding the completion of the proposed Transaction and the
proposed Private Placement. Although Everfront believes that such
information is reasonable, it can give no assurance that such
expectations will prove to be correct.
Forward looking information is typically
identified by words such as: believe, expect, anticipate, intend,
estimate, postulate and similar expressions, or are those, which,
by their nature, refer to future events. Everfront cautions
investors that any forward-looking information provided by
Everfront are not guarantees of future results or performance, and
that actual results may differ materially from those in forward
looking information as a result of various factors, including, but
not limited to: Everfront's ability to complete the proposed
Transaction; the state of the financial markets for Everfront's
securities; the state of the market for minerals that may be
produced generally by the Resulting Issuer in the event the
Transaction is completed; recent market volatility; Everfront's
ability to raise the necessary capital or to be fully able to
implement its business strategies; and other risks and factors that
Everfront is unaware of at this time. The reader is referred
to Everfront's most recent annual and interim Management's
Discussion and Analysis for a more complete discussion of all
applicable risk factors and their potential effects, copies of
which may be accessed through Everfront's page on SEDAR at
www.sedar.com.
SOURCE Everfront Ventures Corp.