|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.
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm.
Mar. 24, 2017 08:00 PM EDT Reads: 1,491
My team embarked on building a data lake for our sales and marketing data to better understand customer journeys. This required building a hybrid data pipeline to connect our cloud CRM with the new Hadoop Data Lake. One challenge is that IT was not in a position to provide support until we proved value and marketing did not have the experience, so we embarked on the journey ourselves within the product marketing team for our line of business within Progress. In his session at @BigDataExpo, Sum...
Mar. 24, 2017 06:30 PM EDT Reads: 2,595
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 ...
Mar. 24, 2017 06:30 PM EDT Reads: 4,098
What sort of WebRTC based applications can we expect to see over the next year and beyond? One way to predict development trends is to see what sorts of applications startups are building. In his session at @ThingsExpo, Arin Sime, founder of WebRTC.ventures, will discuss the current and likely future trends in WebRTC application development based on real requests for custom applications from real customers, as well as other public sources of information,
Mar. 24, 2017 05:30 PM EDT Reads: 359
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
Mar. 24, 2017 05:15 PM EDT Reads: 1,284
SYS-CON Events announced today that Ocean9will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Ocean9 provides cloud services for Backup, Disaster Recovery (DRaaS) and instant Innovation, and redefines enterprise infrastructure with its cloud native subscription offerings for mission critical SAP workloads.
Mar. 24, 2017 04:45 PM EDT Reads: 1,757
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...
Mar. 24, 2017 04:30 PM EDT Reads: 2,250
SYS-CON Events announced today that Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Juniper Networks challenges the status quo with products, solutions and services that transform the economics of networking. The company co-innovates with customers and partners to deliver automated, scalable and secure network...
Mar. 24, 2017 04:30 PM EDT Reads: 1,023
Interoute has announced the integration of its Global Cloud Infrastructure platform with Rancher Labs’ container management platform, Rancher. This approach enables enterprises to accelerate their digital transformation and infrastructure investments. Matthew Finnie, Interoute CTO commented “Enterprises developing and building apps in the cloud and those on a path to Digital Transformation need Digital ICT Infrastructure that allows them to build, test and deploy faster than ever before. The int...
Mar. 24, 2017 04:30 PM EDT Reads: 495
In his session at @ThingsExpo, Eric Lachapelle, CEO of the Professional Evaluation and Certification Board (PECB), will provide an overview of various initiatives to certifiy the security of connected devices and future trends in ensuring public trust of IoT. Eric Lachapelle is the Chief Executive Officer of the Professional Evaluation and Certification Board (PECB), an international certification body. His role is to help companies and individuals to achieve professional, accredited and worldw...
Mar. 24, 2017 03:56 PM EDT Reads: 213
VeriStor Systems has announced that CRN has named VeriStor to its 2017 Managed Service Provider (MSP) 500 list in the Elite 150 category. This annual list recognizes North American solution providers with cutting-edge approaches to delivering managed services. Their offerings help companies navigate the complex and ever-changing landscape of IT, improve operational efficiencies, and maximize their return on IT investments. In today’s fast-paced business environments, MSPs play an important role...
Mar. 24, 2017 03:00 PM EDT Reads: 2,102
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
Mar. 24, 2017 02:45 PM EDT Reads: 2,540
What if you could build a web application that could support true web-scale traffic without having to ever provision or manage a single server? Sounds magical, and it is! In his session at 20th Cloud Expo, Chris Munns, Senior Developer Advocate for Serverless Applications at Amazon Web Services, will show how to build a serverless website that scales automatically using services like AWS Lambda, Amazon API Gateway, and Amazon S3. We will review several frameworks that can help you build serverle...
Mar. 24, 2017 01:30 PM EDT Reads: 1,539
SYS-CON Events announced today that Linux Academy, the foremost online Linux and cloud training platform and community, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Linux Academy was founded on the belief that providing high-quality, in-depth training should be available at an affordable price. Industry leaders in quality training, provided services, and student certification passes, its goal is to c...
Mar. 24, 2017 01:15 PM EDT Reads: 3,832
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 20th Cloud Expo, which will take place on June 6-8, 2017 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 add...
Mar. 24, 2017 01:15 PM EDT Reads: 552