|By Marketwired .||
|August 18, 2014 09:36 AM EDT||
LONGUEUIL, QUEBEC -- (Marketwired) -- 08/18/14 -- Avala Resources Ltd. (TSX VENTURE:AVZ) ("Avala") and Dunav Resources Ltd. (TSX VENTURE:DNV) ("Dunav") are pleased to announce that they have entered into an arrangement agreement on August 15, 2014 (the "Agreement") in respect of the previously announced business combination of
the two companies (for background to the Agreement, see joint news release issued on July 28, 2014). Under the terms of the Agreement, Avala agreed to issue to Dunav shareholders 1.0457 common shares for every one (1) outstanding common share of Dunav (the "Exchange Ratio") held, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). All outstanding stock options and share purchase warrants of Dunav will be exchanged for options and warrants of Avala in an amount and at exercise prices adjusted in accordance with the Exchange Ratio. This will result in Avala issuing 183,331,540 new common shares, 63,768,411 warrants and 8,292,401 stock options, for a combined total of 437,823,763 Avala common shares outstanding and 129,165,812 shares reserved for issuance following completion of the Arrangement.
Completion of the Arrangement is subject to certain conditions including (i) the approval of the Supreme Court of British Columbia, (ii) the approval of the Arrangement by not less than two-thirds (66 2/3%) of the votes cast by the shareholders of Dunav, as well as 'majority of the minority' approval by Dunav and Avala shareholders at their respective meetings in accordance with Multilateral Instrument 61-101 ("MI 61-101"), and (iii) approval by all applicable regulatory authorities, including the TSX Venture Exchange ("TSXV").
Avala and Dunav are non arm's length parties to one another by virtue of the fact that they have four common directors and overlapping management and the same controlling shareholder, Dundee Precious Metals Inc., which owns 53.1% of Avala's outstanding common shares and 45.5% of Dunav's outstanding common shares. As a result, the transaction is a business combination with a related party under MI 61-101 and Policy 5.9 of the TSXV Corporate Finance Manual.
The special committees of Avala and Dunav, each composed of independent directors, have reviewed the proposed business combination with advice from independent financial advisors and legal counsel. After careful consideration, having received a fairness opinion from their respective financial advisors, legal advice and such other matters as it considered relevant, each special committee has unanimously approved the Arrangement and the Agreement.
The boards of directors of Avala and Dunav, on recommendation of their respective special committees composed of independent directors, have each approved the Agreement and will recommend to their respective shareholders to vote in favour of the Arrangement. Avala and Dunav intend to hold their annual and special meetings on September 30, 2014 and, subject to shareholder approval and final order of the British Columbia Supreme Court, expect to complete the Arrangement on or about October 2, 2014.
Avala and Dunav believe that the merger of the two companies will bring a number of benefits, including a reduction in management and administrative costs, and will bring together a robust portfolio of projects that includes Avala's Timok Gold Project and Dunav's Tulare Copper-Gold Porphyry Project along with several early stage prospects all located within Serbia, a mining friendly jurisdiction with excellent infrastructure and a skilled workforce.
As previously announced, Avala intends to consolidate, by the end of October 2014, its common shares on the basis of one (1) post-consolidation common share for up to every ten (10) pre-consolidation common shares, to provide Avala with greater flexibility in pursuing its plans to advance its mineral exploration projects, including its ability to obtain additional financing and potentially acquire new mineral projects.
A copy of the Arrangement Agreement will be filed on SEDAR and will be available for viewing under the Avala and Dunav websites. Full details regarding the Arrangement will be provided in a special management information circular of each company to be filed with applicable Canadian securities regulatory authorities and mailed to shareholders in accordance with applicable Canadian securities laws.
About Avala Resources Ltd.: Avala is a mineral exploration company focused on the exploration and development of the Timok Gold Project in Eastern Serbia. The Timok Gold Project comprises several targets, including the Korkan, Bigar Hill, Kraku Pester, and Korkan East deposits. The common shares of Avala trade on the TSXV under the symbol AVZ. Additional information about the Avala is available on SEDAR at www.sedar.com and at www.avalaresources.com.
About Dunav Resources Ltd.: Dunav is a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Serbia. Dunav's main projects are the Tulare Copper-Gold Porphyry Project which includes the Kiseljak and Yellow Creek deposits, and the Dergmen Gold-Copper Porphyry Project. The common shares of Dunav trade on the TSXV under the symbol DNV. Additional information about the Dunav is available on SEDAR at www.sedar.com and at www.dunavresources.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains 'forward-looking information' within the meaning of Canadian securities legislation. Forward looking information in this press release includes information about the completion, timing and potential benefits of the proposed business combination between Avala and Dunav and the proposed share consolidation. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those anticipated, including, the contemplated business combination not being completed as a result of a number of factors including, without limitation, the shareholders of Avala or Dunav not approving the transaction, or required regulatory or court approvals not being obtained; the possible failure to realize anticipated synergies, expense reductions or other benefits of the transaction; the share consolidation not being completed or the benefits of the consolidation not being obtained; and other risks and uncertainties. Readers should not place undue reliance on the forward-looking information contained in this news release. Neither Avala nor Dunav undertakes to update any forward-looking information, except as required by applicable securities laws.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the business combination, any information released or received with respect to the business combination may not be accurate or complete and should not be relied upon. Trading in the securities of Avala and Dunav should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transactions 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.
Skeuomorphism usually means retaining existing design cues in something new that doesn’t actually need them. However, the concept of skeuomorphism can be thought of as relating more broadly to applying existing patterns to new technologies that, in fact, cry out for new approaches. In his session at DevOps Summit, Gordon Haff, Senior Cloud Strategy Marketing and Evangelism Manager at Red Hat, discussed why containers should be paired with new architectural practices such as microservices rathe...
Sep. 5, 2015 02:00 AM EDT Reads: 454
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Sep. 5, 2015 01:30 AM EDT Reads: 992
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Sep. 5, 2015 01:15 AM EDT Reads: 606
SYS-CON Events announced today that Pythian, a global IT services company specializing in helping companies leverage disruptive technologies to optimize revenue-generating systems, has been named “Bronze Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Founded in 1997, Pythian is a global IT services company that helps companies compete by adopting disruptive technologies such as cloud, Big Data, advance...
Sep. 5, 2015 01:00 AM EDT Reads: 408
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo, November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Learn what is going on, contribute to the discussions, and e...
Sep. 5, 2015 01:00 AM EDT Reads: 251
SYS-CON Events announced today that G2G3 will exhibit at SYS-CON's @DevOpsSummit Silicon Valley, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Based on a collective appreciation for user experience, design, and technology, G2G3 is uniquely qualified and motivated to redefine how organizations and people engage in an increasingly digital world.
Sep. 4, 2015 11:00 PM EDT Reads: 580
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, will provide the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” uses open source attack tools that are free and available for download by anybody. Attendees will learn where to find and how to operate these tools for the purpose of testing their own IT infrastructu...
Sep. 4, 2015 09:30 PM EDT Reads: 541
DevOps Summit, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th 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 development...
Sep. 4, 2015 07:00 PM EDT Reads: 1,667
Too often with compelling new technologies market participants become overly enamored with that attractiveness of the technology and neglect underlying business drivers. This tendency, what some call the “newest shiny object syndrome,” is understandable given that virtually all of us are heavily engaged in technology. But it is also mistaken. Without concrete business cases driving its deployment, IoT, like many other technologies before it, will fade into obscurity.
Sep. 4, 2015 06:45 PM EDT Reads: 457
Whether you like it or not, DevOps is on track for a remarkable alliance with security. The SEC didn’t approve the merger. And your boss hasn’t heard anything about it. Yet, this unruly triumvirate will soon dominate and deliver DevSecOps faster, cheaper, better, and on an unprecedented scale. In his session at DevOps Summit, Frank Bunger, VP of Customer Success at ScriptRock, will discuss how this cathartic moment will propel the DevOps movement from such stuff as dreams are made on to a prac...
Sep. 4, 2015 06:00 PM EDT Reads: 282
SYS-CON Events announced today that DataClear Inc. will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The DataClear ‘BlackBox’ is the only solution that moves your PC, browsing and data out of the United States and away from prying (and spying) eyes. Its solution automatically builds you a clean, on-demand, virus free, new virtual cloud based PC outside of the United States, and wipes it clean...
Sep. 4, 2015 05:30 PM EDT Reads: 509
With the proliferation of connected devices underpinning new Internet of Things systems, Brandon Schulz, Director of Luxoft IoT – Retail, will be looking at the transformation of the retail customer experience in brick and mortar stores in his session at @ThingsExpo. Questions he will address include: Will beacons drop to the wayside like QR codes, or be a proximity-based profit driver? How will the customer experience change in stores of all types when everything can be instrumented and a...
Sep. 4, 2015 04:15 PM EDT Reads: 534
Contrary to mainstream media attention, the multiple possibilities of how consumer IoT will transform our everyday lives aren’t the only angle of this headline-gaining trend. There’s a huge opportunity for “industrial IoT” and “Smart Cities” to impact the world in the same capacity – especially during critical situations. For example, a community water dam that needs to release water can leverage embedded critical communications logic to alert the appropriate individuals, on the right device, as...
Sep. 4, 2015 04:00 PM EDT
Manufacturing connected IoT versions of traditional products requires more than multiple deep technology skills. It also requires a shift in mindset, to realize that connected, sensor-enabled “things” act more like services than what we usually think of as products. In his session at @ThingsExpo, David Friedman, CEO and co-founder of Ayla Networks, will discuss how when sensors start generating detailed real-world data about products and how they’re being used, smart manufacturers can use the ...
Sep. 4, 2015 04:00 PM EDT
WebRTC services have already permeated corporate communications in the form of videoconferencing solutions. However, WebRTC has the potential of going beyond and catalyzing a new class of services providing more than calls with capabilities such as mass-scale real-time media broadcasting, enriched and augmented video, person-to-machine and machine-to-machine communications. In his session at @ThingsExpo, Luis Lopez, CEO of Kurento, will introduce the technologies required for implementing thes...
Sep. 4, 2015 03:45 PM EDT Reads: 150