|By Marketwired .||
|August 6, 2014 05:51 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/06/14 -- Spearmint Resources Inc. (the "Company" or "Spearmint") (TSX VENTURE:SRJ) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Sheslay Mining Inc. ("Spinco"), a private British Columbia company in which the Company currently holds a nominal interest. The Company also wishes to announce that it has entered into a non-binding letter of intent (the "LOI") with Alliance Growers Corp. ("Alliance"), a private British Columbia company.
Pursuant to the Arrangement Agreement, the Company has agreed to transfer $20,000 cash to Spinco in consideration for the issuance of 800,000 common shares of Spinco (or 24.2%) and to distribute these common shares to the Company's shareholders on a pro-rata basis pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement").
The Company will seek approval of the Plan of Arrangement at an annual and special general meeting of its shareholders to be held on September 8, 2014 (the "Meeting"). Further information regarding the Arrangement Agreement, the Plan of Arrangement and the LOI will be set forth in the notice of meeting and information circular to be prepared in connection with the Meeting. Copies of the Arrangement Agreement and LOI will also be filed on SEDAR.
Should the Plan of Arrangement receive approval at the Meeting, it is anticipated that the Plan of Arrangement will be made effective shortly thereafter. Upon completion of the Plan of Arrangement, Spinco will become a reporting issuer in British Columbia and Alberta. Upon completion of the Plan of Arrangement, it is intended that Spinco will enter into a definitive agreement to acquire a business. Completion of the Plan of Arrangement is subject to certain conditions, including shareholder approval, the approval of the Supreme Court of British Columbia and the TSX Venture Exchange.
Should the Plan of Arrangement be implemented, it is anticipated that shareholders of the Company will:
-- retain their current interest in the Company; and -- obtain a 24.2% interest in Spinco, which will be a reporting issuer in British Columbia and Alberta and will have approximately $20,000 in cash to acquire a business.
The directors of the Company have unanimously concluded that the Arrangement is in the best interests of the Company and fair to all shareholders of the Company.
The LOI contemplates that subsequent to and subject to completion of the Plan of Arrangement, Spinco and Alliance anticipate entering into a definitive agreement (the "Definitive Agreement"), whereby Spinco will pursue a transaction involving a potential business combination of Spinco and Alliance (the "Transaction"). The entering into of the Definitive Agreement remains subject to a number of conditions, including completion of satisfactory financial, legal and business due diligence in respect of Alliance and finalization of all key terms. Should Spinco and Alliance enter into the Definitive Agreement, the Transaction would remain subject to a number of further conditions. The Company and Alliance are at arm's length.
On behalf of the board of directors of
SPEARMINT RESOURCES INC.
Conrad Clemiss, President and Director
Cautionary Note Regarding Forward-Looking Information
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of Spearmint such as the statement that: (i) Spearmint may obtain the requisite approvals from shareholders, the Court and the TSX Venture Exchange; (ii) the Plan of Arrangement may be effected; (iii) the entry into and closing of the Definitive Agreement; and (iv) shareholders may receive 24.2% of the shares of Spinco. There are numerous risks and uncertainties that could cause actual results and Spearmint's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) the inability to obtain TSX Venture Exchange approval; (ii) the inability to obtain shareholder or Court approval; (iii) delays in setting and holding the Meeting; and (iv) other factors beyond Spearmint's control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Spearmint assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.
Spearmint Resources Inc.
President and Director
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, will provide a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services ...
Feb. 25, 2017 01:45 PM EST Reads: 1,878
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Feb. 25, 2017 01:15 PM EST Reads: 2,158
Have you ever noticed how some IT people seem to lead successful, rewarding, and satisfying lives and careers, while others struggle? IT author and speaker Don Crawley uncovered the five principles that successful IT people use to build satisfying lives and careers and he shares them in this fast-paced, thought-provoking webinar. You'll learn the importance of striking a balance with technical skills and people skills, challenge your pre-existing ideas about IT customer service, and gain new in...
Feb. 25, 2017 12:45 PM EST Reads: 2,817
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend @CloudExpo | @ThingsExpo, June 6-8, 2017, at the Javits Center in New York City, NY and October 31 - November 2, 2017, Santa Clara Convention Center, CA. Learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Feb. 25, 2017 12:45 PM EST Reads: 2,851
Column Technologies exhibited at SYS-CON's @DevOpsSummit at Cloud Expo, which took place at the Javits Center in New York City, NY, in June 2016. Established in 1998, Column Technologies is a global technology solutions provider with over 400 employees, headquartered in the United States with offices in Canada, India, and the United Kingdom. Column Technologies provides “Best of Breed” technology solutions that automate the key DevOps principals and help our customers meet today’s DevOps and Dig...
Feb. 25, 2017 12:45 PM EST Reads: 1,142
Cloud Expo, Inc. has announced today that Aruna Ravichandran, vice president of DevOps Product and Solutions Marketing at CA Technologies, has been named co-conference chair of DevOps at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Feb. 25, 2017 12:45 PM EST Reads: 2,026
@DevOpsSummit at Cloud taking place June 6-8, 2017, at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developm...
Feb. 25, 2017 12:15 PM EST Reads: 1,854
@ThingsExpo has been named the Top 5 Most Influential Internet of Things Brand by Onalytica in the ‘The Internet of Things Landscape 2015: Top 100 Individuals and Brands.' Onalytica analyzed Twitter conversations around the #IoT debate to uncover the most influential brands and individuals driving the conversation. Onalytica captured data from 56,224 users. The PageRank based methodology they use to extract influencers on a particular topic (tweets mentioning #InternetofThings or #IoT in this ca...
Feb. 25, 2017 12:15 PM EST Reads: 13,255
Feb. 25, 2017 11:45 AM EST Reads: 5,842
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Feb. 25, 2017 11:45 AM EST Reads: 1,587
DevOps and microservices are permeating software engineering teams broadly, whether these teams are in pure software shops but happen to run a business, such Uber and Airbnb, or in companies that rely heavily on software to run more traditional business, such as financial firms or high-end manufacturers. Microservices and DevOps have created software development and therefore business speed and agility benefits, but they have also created problems; specifically, they have created software securi...
Feb. 25, 2017 11:00 AM EST Reads: 3,879
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business. Though, IoT is far more complex than most firms expected with a majority of IoT projects having failed. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, Chief IoTologist at Wipro, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology portfolios and business models to adopt and leverage IoT. He will delve in...
Feb. 25, 2017 10:45 AM EST Reads: 2,544
In the enterprise today, connected IoT devices are everywhere – both inside and outside corporate environments. The need to identify, manage, control and secure a quickly growing web of connections and outside devices is making the already challenging task of security even more important, and onerous. In his session at @ThingsExpo, Rich Boyer, CISO and Chief Architect for Security at NTT i3, will discuss new ways of thinking and the approaches needed to address the emerging challenges of securit...
Feb. 25, 2017 10:30 AM EST Reads: 1,732
As cloud adoption continues to transform business, today's global enterprises are challenged with managing a growing amount of information living outside of the data center. The rapid adoption of IoT and increasingly mobile workforce are exacerbating the problem. Ensuring secure data sharing and efficient backup poses capacity and bandwidth considerations as well as policy and regulatory compliance issues.
Feb. 25, 2017 10:00 AM EST Reads: 2,141
In his session at 20th Cloud Expo, Chris Carter, CEO of Approyo, will discuss the basic set up and solution for an SAP solution in the cloud and what it means to the viability of your company. Chris Carter is CEO of Approyo. He works with business around the globe, to assist them in their journey to the usage of Big Data in the forms of Hadoop (Cloudera and Hortonwork's) and SAP HANA. At Approyo, we support firms who are looking for knowledge to grow through current business process, where even...
Feb. 25, 2017 10:00 AM EST Reads: 922