|By Marketwired .||
|August 28, 2014 02:00 AM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 08/28/14 -- Vena Resources Inc. (the "Company" or "Vena") (TSX:VEM)(LMA:VEM)(FRANKFURT:V1R)(OTCBB:VNARF) announces that pursuant to the non-binding letter of intent (the "LOI") that was announced June 26, 2014, Vena and Forrester Resources Corp. ("Forrester"), a private company that holds the option to acquire up to 85% of the mining concessions known as the "Las Princesas/La Reyna Properties" located in the District of Quiruvilca, Province of Santiago de Chuco, Region of La Libertad, in northern Peru, have agreed to amend the acquisition terms as stated in the LOI (the "Acquisition").
Under the amended terms, Vena will issue an aggregate of 13,786,674 common shares ("Vena Shares") in the capital Vena in exchange for all of the issued and outstanding common shares of Forrester (excluding shares in Forrester held by Vena). Based on the number of securities of Vena and Forrester currently outstanding, immediately following the closing of the Acquisition, it is anticipated that there will be approximately 82,509,793 Vena Shares outstanding on a non-diluted basis, of which former shareholders of Forrester will own approximately 13,786,674 of such common shares, representing approximately 16.7% of the outstanding Vena Shares and the current shareholders of Vena will own approximately 68,723,119 Vena Shares, representing approximately 83.3% of the outstanding Vena Shares. Further, Vena will issue up to 3,387,517 common share purchase warrants (each a "Warrant") to replace the Forrester warrants outstanding prior to completion of the Acquisition, with each Warrant exercisable at $0.13 for a period of two years. The terms of the Warrants provide that if the closing price of the common shares of the Company is greater than $0.26 for 20 or more consecutive trading days, the Company may give notice to the holders of the Warrants that the expiry date for exercise of the Warrants has been accelerated and the Warrants will expire on the 20th business day following the date of such notice. In addition, all Forrester options outstanding will be cancelled prior to completion of the Acquisition.
The closing of the Acquisition is subject to a number of conditions including that Forrester have a minimum of $435,000 in net working capital, consisting of at least $435,000 in available cash on hand.
On closing, Forrester will become a wholly-owned subsidiary of Vena. The board of directors of Vena post-Acquisition will be comprised of six directors, consisting of Martin Walter, the current Chief Executive Officer of Forrester, and the existing five Vena directors, namely Juan Vegarra, John Clarke, Andre Gauthier, Miguel Grau and Jose Roberto de Romana Letts. Juan Vegarra, Vena's current Chairman and Chief Executive Officer will remain as the Executive Chairman of the board of directors of Vena and Martin Walter will assume the role as President of Vena. Further, Dennis Gibson will become the new Chief Financial Officer of the Corporation to replace Silvia Dedios, who was appointed interim Chief Financial Officer effective August 1, 2014.
The Toronto Stock Exchange has provided conditional approval for the Acquisition. Closing of the Acquisition is contemplated to occur the week of September 8, 2014 and is subject to a number of conditions, including the negotiation and settlement of definitive terms for the Acquisition and the entering into of a definitive agreement among the parties, final receipt of approval of the Toronto Stock Exchange, and the receipt of certain other customary consents.
Juan Vegarra, Chairman and CEO of Vena stated: "We are pleased to have come to an agreement to finalize this important acquisition which will bring additional talent to the Vena team and will provide the funding towards advancing our Esquilache project."
About Forrester Resources Corp.
Forrester is a private exploration and development company based in Toronto. It is currently active in the country of Peru and continually looking for near-term production opportunities within the Americas primarily focused on base metals and precious metals projects. Forrester's key asset is Las Princesas located in the department of La Libertad, province of Santiago de Chuco, in northern Peru. Forrester's management team has extensive experience in Peru and in the capital markets.
This press release contains forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. The forward-looking statements are based on certain key expectations and assumptions made by Vena. Although Vena believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Vena can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. In addition to other risks that may affect the forward-looking statements in this press release are those set out in Vena's management discussion and analysis of the financial condition and results of operations for the year ended December 31, 2013 and the second quarter ended June 30, 2014 and its annual information form for the year ended December 31, 2013, which are available at www.sedar.com. The forward-looking statements contained in this press release are made as of the date hereof and Vena undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SYS-CON Events announced today that IBM Cloud Data Services 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. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
Oct. 10, 2015 01:00 PM EDT Reads: 749
As the world moves towards more DevOps and microservices, application deployment to the cloud ought to become a lot simpler. The microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. In his session at 17th Cloud Expo, Raghavan "Rags" Srinivas, an Architect/Developer Evangeli...
Oct. 10, 2015 01:00 PM EDT Reads: 189
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Oct. 10, 2015 01:00 PM EDT Reads: 258
Today air travel is a minefield of delays, hassles and customer disappointment. Airlines struggle to revitalize the experience. GE and M2Mi will demonstrate practical examples of how IoT solutions are helping airlines bring back personalization, reduce trip time and improve reliability. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Dr. Sarah Cooper, M2Mi's VP Business Development and Engineering, will explore the IoT cloud-based platform technologies driv...
Oct. 10, 2015 01:00 PM EDT Reads: 162
Docker is hot. However, as Docker container use spreads into more mature production pipelines, there can be issues about control of Docker images to ensure they are production-ready. Is a promotion-based model appropriate to control and track the flow of Docker images from development to production? In his session at DevOps Summit, Fred Simon, Co-founder and Chief Architect of JFrog, will demonstrate how to implement a promotion model for Docker images using a binary repository, and then show h...
Oct. 10, 2015 01:00 PM EDT Reads: 235
DevOps is here to stay because it works. Most businesses using this methodology are already realizing a wide range of real, measurable benefits as a result of implementing DevOps, including the breakdown of inter-departmental silos, faster delivery of new features and more stable operating environments. To take advantage of the cloud’s improved speed and flexibility, development and operations teams need to work together more closely and productively. In his session at DevOps Summit, Prashanth...
Oct. 10, 2015 12:45 PM EDT Reads: 119
In their session at DevOps Summit, Asaf Yigal, co-founder and the VP of Product at Logz.io, and Tomer Levy, co-founder and CEO of Logz.io, will explore the entire process that they have undergone – through research, benchmarking, implementation, optimization, and customer success – in developing a processing engine that can handle petabytes of data. They will also discuss the requirements of such an engine in terms of scalability, resilience, security, and availability along with how the archi...
Oct. 10, 2015 12:00 PM EDT Reads: 438
DevOps is gaining traction in the federal government – and for good reasons. Heightened user expectations are pushing IT organizations to accelerate application development and support more innovation. At the same time, budgetary constraints require that agencies find ways to decrease the cost of developing, maintaining, and running applications. IT now faces a daunting task: do more and react faster than ever before – all with fewer resources.
Oct. 10, 2015 12:00 PM EDT Reads: 424
DevOps has often been described in terms of CAMS: Culture, Automation, Measuring, Sharing. While we’ve seen a lot of focus on the “A” and even on the “M”, there are very few examples of why the “C" is equally important in the DevOps equation. In her session at @DevOps Summit, Lori MacVittie, of F5 Networks, will explore HTTP/1 and HTTP/2 along with Microservices to illustrate why a collaborative culture between Dev, Ops, and the Network is critical to ensuring success.
Oct. 10, 2015 12:00 PM EDT Reads: 184
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and containers together help companies achieve their business goals faster and more effectively. In his session at DevOps Summit, Ruslan Synytsky, CEO and Co-founder of Jelastic, will review the current landscape of...
Oct. 10, 2015 12:00 PM EDT Reads: 113
Overgrown applications have given way to modular applications, driven by the need to break larger problems into smaller problems. Similarly large monolithic development processes have been forced to be broken into smaller agile development cycles. Looking at trends in software development, microservices architectures meet the same demands. Additional benefits of microservices architectures are compartmentalization and a limited impact of service failure versus a complete software malfunction....
Oct. 10, 2015 11:30 AM EDT Reads: 291
There will be 20 billion IoT devices connected to the Internet soon. What if we could control these devices with our voice, mind, or gestures? What if we could teach these devices how to talk to each other? What if these devices could learn how to interact with us (and each other) to make our lives better? What if Jarvis was real? How can I gain these super powers? In his session at 17th Cloud Expo, Chris Matthieu, co-founder and CTO of Octoblu, will show you!
Oct. 10, 2015 11:00 AM EDT Reads: 132
Developing software for the Internet of Things (IoT) comes with its own set of challenges. Security, privacy, and unified standards are a few key issues. In addition, each IoT product is comprised of at least three separate application components: the software embedded in the device, the backend big-data service, and the mobile application for the end user's controls. Each component is developed by a different team, using different technologies and practices, and deployed to a different stack/...
Oct. 10, 2015 11:00 AM EDT Reads: 335
As a company adopts a DevOps approach to software development, what are key things that both the Dev and Ops side of the business must keep in mind to ensure effective continuous delivery? In his session at DevOps Summit, Mark Hydar, Head of DevOps, Ericsson TV Platforms, will share best practices and provide helpful tips for Ops teams to adopt an open line of communication with the development side of the house to ensure success between the two sides.
Oct. 10, 2015 11:00 AM EDT Reads: 643
The last decade was about virtual machines, but the next one is about containers. Containers enable a service to run on any host at any time. Traditional tools are starting to show cracks because they were not designed for this level of application portability. Now is the time to look at new ways to deploy and manage applications at scale. In his session at @DevOpsSummit, Brian “Redbeard” Harrington, a principal architect at CoreOS, will examine how CoreOS helps teams run in production. Attende...
Oct. 10, 2015 11:00 AM EDT Reads: 1,287