News Feed Item
Vena Resources Amends Forrester Resources Acquisition Terms
|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.
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world.
The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago.
All major researchers estimate there will be tens of billions devices - comp...
Aug. 23, 2016 11:00 PM EDT Reads: 3,475
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage.
Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
Aug. 23, 2016 09:15 PM EDT Reads: 1,631
"My role is working with customers, helping them go through this digital transformation. I spend a lot of time talking to banks, big industries, manufacturers working through how they are integrating and transforming their IT platforms and moving them forward," explained William Morrish, General Manager Product Sales at Interoute, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Aug. 23, 2016 09:00 PM EDT Reads: 2,956
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things.
And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Aug. 23, 2016 09:00 PM EDT Reads: 2,746
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
Aug. 23, 2016 08:45 PM EDT Reads: 3,729
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.
Aug. 23, 2016 08:15 PM EDT Reads: 1,381
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Aug. 23, 2016 08:15 PM EDT Reads: 1,618
Kubernetes, Docker and containers are changing the world, and how companies are deploying their software and running their infrastructure. With the shift in how applications are built and deployed, new challenges must be solved.
In his session at @DevOpsSummit at19th Cloud Expo, Sebastian Scheele, co-founder of Loodse, will discuss the implications of containerized applications/infrastructures and their impact on the enterprise. In a real world example based on Kubernetes, he will show how to ...
Aug. 23, 2016 07:45 PM EDT Reads: 1,223
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location.
With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Aug. 23, 2016 07:00 PM EDT Reads: 3,781
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
Aug. 23, 2016 06:30 PM EDT Reads: 272
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, 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. Meanwhile, 94% of enterpri...
Aug. 23, 2016 05:00 PM EDT Reads: 2,877
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications.
In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability.
Aug. 23, 2016 04:45 PM EDT Reads: 1,762
Enterprises have forever faced challenges surrounding the sharing of their intellectual property. Emerging cloud adoption has made it more compelling for enterprises to digitize their content, making them available over a wide variety of devices across the Internet.
In his session at 19th Cloud Expo, Santosh Ahuja, Director of Architecture at Impiger Technologies, will introduce various mechanisms provided by cloud service providers today to manage and share digital content in a secure manner....
Aug. 23, 2016 04:15 PM EDT Reads: 347
As the world moves toward 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. Serverless computing is revolutionizing computing.
In his session at 19th Cloud Expo, Raghav...
Aug. 23, 2016 03:30 PM EDT Reads: 353
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time.
In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, wil...
Aug. 23, 2016 02:15 PM EDT Reads: 345