TORONTO,
Jan. 27, 2014 /CNW/ - Everfront
Ventures Corp. ("Everfront") (TSXV: "EVC.P"), a capital pool
company ("CPC"), is pleased to announce that, further to its
press release dated December 4, 2013,
it has entered into an amalgamation agreement dated January 23, 2014 (the "Amalgamation
Agreement") with Global Gardens Group Inc. ("Global
Gardens"), to acquire all of the outstanding common shares of
Global Gardens by way of a three-cornered amalgamation (the
"Transaction") among Everfront, Global Gardens and a
wholly-owned subsidiary ("Subco") of Everfront.
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, the resulting issuer anticipates being classified as a
"Tier 2" issuer that will meet the TSXV's initial listing
requirements for a manufacturing 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 the 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, Global Gardens and
Subco will amalgamate, pursuant to the provisions of the Canada
Business Corporations Act ("CBCA"), effective as of the
date set forth in a certificate of amalgamation to be issued
pursuant to the CBCA in respect of the Transaction (the
"Effective Time"). Each common share of Global Gardens
issued and outstanding before the Effective Time shall be cancelled
and its holder shall receive therefor one 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, Global
Gardens will effectively be a wholly-owned subsidiary of Everfront.
All of the options and warrants of Global Gardens immediately
before the Effective Time shall be exchanged for options and
warrants of Everfront on a one-for-one basis, respectively, on the
same terms and conditions.
Conditions for Closing of the
Transaction
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 of Everfront and
the directors and shareholders of Global Gardens; (v) the
completion of the Private Placement (as defined below); and (vi)
the consolidation of the common shares, options and warrants of
Everfront on the basis of one post-consolidation common share,
option or warrant of Everfront, as applicable, for every two
pre-consolidation common shares, options or warrants of Everfront,
respectively (the "Consolidation").
Private Placement
Prior to or concurrently with the closing of the
Transaction, Global Gardens will complete a private placement (the
"Private Placement") of convertible notes ("Note")
for gross proceeds of a minimum of $2,000,000 and a maximum of $2,500,000 or, in any event, 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. The Notes will
mature two years following closing of the Private Placement and
every $0.20 of the principal amount
will be convertible to one unit of Global Gardens
("Unit"). Each Unit will comprise of one Global Garden
common share and ½ of a common share warrant. Each whole warrant is
expected to be exercisable for $0.30
and expire 24 months following the closing of the Private
Placement.
Capitalization
As of the date hereof, Everfront has issued and
outstanding 6,240,550 common shares and 384,054 management options
exercisable at $0.20 per share.
Following completion of the Consolidation and immediately prior to
the Transaction, Everfront is expected to have the following
securities issued and outstanding: 3,120,275 common shares and
192,027 management options exercisable at $0.40 per share.
Prior to the completion of the Transaction,
Global Gardens is expected to have the following securities issued
and outstanding assuming the completion of a minimum private
placement of $2,000,000: up to
25,832,591 common shares, warrants to purchase 5,980,358 common
shares and 1,260,000 management options.
The capitalization of the resulting issuer upon
completion of the Transaction, which has been updated since
Everfront's press release dated December 4,
2013, is set forth in the table below:
|
Minimum
Offering
Under
Private Placement |
Maximum Offering
Under
Private Placement |
Security Holder - Type of Security |
Number of Common
Shares1 |
Number of Convertible
Securities1 |
Number of Common
Shares1 |
Number of Convertible
Securities1 |
Escrowed Seed Shareholder(s) of Everfront |
750,000 |
|
750,000 |
|
Options held by Everfront's Directors |
|
192,0273 |
|
192,0273 |
Public Shareholders of Everfront |
2,370,275 |
|
2,370,275 |
|
Everfront Common Shares to be issued in exchange
for Global Gardens Common Shares to be issued under the Private
Placement |
10,000,0007 |
|
12,500,0007 |
|
Everfront Warrants to be issued in exchange for
Global Gardens Warrants to be issued under the Private
Placement |
|
5,000,0004,7 |
|
6,250,0004,7 |
Everfront Agent's Warrants to be issued in
exchange for Global Gardens Agent's Warrants to be issued under the
Private Placement |
|
800,0005 |
|
1,000,0005 |
Global Gardens Options Prior to Effective
Time |
|
1,260,0002 |
|
1,260,0002 |
Global Gardens Common Shares Prior to Effective
Time |
15,832,591 |
|
15,832,591 |
|
Global Gardens Existing Warrants Prior to
Effective Time |
|
980,3586 |
|
980,3586 |
Total: |
28,952,866 |
8,232,385 |
31,452,866 |
9,682,385 |
Notes:
- Post-Consolidation figures.
- Each option entitles its holder to purchase one Everfront
common share for $0.25.
- Each option entitles its holder to purchase one Everfront
common share for $0.40.
- Each warrant will entitle its holder to purchase one Everfront
common share for $0.30.
- Each Agent's Warrant will entitle its holder purchase one
Everfront common share and ½ common share warrant for $0.20.
- 400,000 warrants will be exercisable to purchase 400,000
Everfront common shares at $0.45
each, 142,858 warrants will be exercisable to purchase 142,858
Everfront common shares at $0.65
each, and 437,500 warrants will be exercisable to purchase 437,500
Everfront common shares and warrants to purchase 218,750 Everfront
common shares at $0.30 each.
- The Notes will be converted to Units upon certain events
including completion of the Qualifying Transaction.
Global Gardens and Management of the
Resulting Issuer
Please refer to Everfront's press release dated
December 4, 2013 for a description of
the business of Global Gardens 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 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 completion of the Private Placement; the state of
the financial markets for Everfront's securities; the state of the
market for products to be developed 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.