|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
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
Oct. 1, 2016 10:00 AM EDT Reads: 4,661
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
Oct. 1, 2016 10:00 AM EDT Reads: 508
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
Oct. 1, 2016 10:00 AM EDT Reads: 3,316
What does it look like when you have access to cloud infrastructure and platform under the same roof? Let’s talk about the different layers of Technology as a Service: who cares, what runs where, and how does it all fit together. In his session at 18th Cloud Expo, Phil Jackson, Lead Technology Evangelist at SoftLayer, an IBM company, spoke about the picture being painted by IBM Cloud and how the tools being crafted can help fill the gaps in your IT infrastructure.
Oct. 1, 2016 10:00 AM EDT Reads: 3,195
SYS-CON Events announced today that Niagara Networks will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Niagara Networks offers the highest port-density systems, and the most complete Next-Generation Network Visibility systems including Network Packet Brokers, Bypass Switches, and Network TAPs.
Oct. 1, 2016 10:00 AM EDT Reads: 601
Oct. 1, 2016 09:45 AM EDT Reads: 832
Oct. 1, 2016 09:45 AM EDT Reads: 2,765
Oct. 1, 2016 09:15 AM EDT Reads: 1,674
Oct. 1, 2016 09:00 AM EDT Reads: 2,941
Oct. 1, 2016 08:45 AM EDT Reads: 5,506
Oct. 1, 2016 08:30 AM EDT Reads: 2,508
Oct. 1, 2016 08:30 AM EDT Reads: 3,418
Oct. 1, 2016 08:00 AM EDT Reads: 1,313
Oct. 1, 2016 08:00 AM EDT Reads: 2,278