VANCOUVER, British Columbia, Aug. 22, 2017 (GLOBE
NEWSWIRE) -- Cameo Resources
Corp. (TSX Venture:CRU) (OTC:SIDNF) (the "Company") is pleased to announce that the company has
signed a letter of intent dated August 12, 2017 to acquire all of
the issued and outstanding shares of Pinot Trading Ltd., a
Bulgarian corporation ("Pinot"). If
completed, the business combination (the "Transaction") will constitute a Change of Business and
Arm's Length Transaction pursuant to the policies of the TSX
Venture Exchange (the "Exchange") and
management anticipates that the resulting issuer (the "Resulting Issuer") will be listed as a Tier 1
Industrial Issuer.
Information
about Pinot Trading Ltd.
-
One of the largest smartphone and telecom
peripheral hardware B2B suppliers in eastern Europe.
-
Reported audited revenues (IFRS Bulgaria) of
CAD$111,000,000 (today's exchange rate)
-
2014 - 2017 Pinot moved a total of over
1,000,000 telecom units.
-
Retaining a global footprint covering Asia,
Europe, Africa, The Middle East and South America.
-
Entered the blockchain and digital currency
realm during 2016: Visit www.pinotcoin.com
-
Actively developing applications and platforms
to support crypto currencies.
-
Developing European regional crypto currency
fund transfer App.
-
Vertical integration into Pinot's unique global
hardware footprint is a necessity and natural progression.
Pinot, founded in 2003, is a Bulgarian corporation
with 5,000 common shares issued and outstanding. Pinot is a telecom
hardware supplier and reseller of brand name smartphones with its
head office located in Plovdiv, Bulgaria. The company is one of the
largest European resellers of Apple Inc., Samsung Electronics Co
Ltd and Huawei Culture Co Ltd. From 2014 through 2017, Pinot resold
over 1,000,000 telecom units to its markets and distributes
products in Asia, Europe, Africa, the Middle East and South
America. Pinot's main suppliers include Apple Eastern Europe (Apcom
Budapest), and Samsung distributors (South East Adriatic district -
Croatia, Serbia, Romania).
Pinot also has a software division that has
developed cybersecurity and blockchain applications for the last
two years. Revenues from this division comprised slightly less than
ten percent of total revenues year-to-date in 2017 but are growing
month over month. Two of the software offerings are blockchain and
enterprise based products and are currently in use by customers in
Asia, the Middle East and Europe. In order to leverage its hardware
sales, Pinot has developed and intends to release a cryptocurrency
called the Pinotcoin to address the need for money transfers,
prepaid phone recharging and electronic purchasing by the unbanked,
especially in Africa. Information on all products can be found at
Pinot's website
at www.pinotglobal.com and www.pinotcoin.com
The market for cryptographic currencies has
increased to over U$100 billion as of June 11, 2017 and continues
to grow, but there are limited ways for investors to gain
access. -Techcrunch.com June 7, 2017.
Based on financial statements audited in
accordance with IFRS (Bulgaria) for the year ended December 31,
2016, Pinot had revenue of $110,685,000 (2015 - $122,136,000),
expenses of $110,790,000 (2015 - $121,641,000), profit of $662,875
(2015 - $1,462,000) and net income of $632,457 (2015 - $1,424,943).
Amounts above are converted into Canadian dollars based on
today's exchange rate of $1.00 Canadian Dollar to $1.30 Bulgarian
Lev.
The principal shareholder of Pinot is Atanas
Mihaylov. Mr. Mihaylov is a resident of Bulgaria and is the Chief
Executive Officer of Pinot who holds 50% of Pinot's issued and
outstanding shares.
"We are very excited to have found and developed a
relationship to Pinot to create a comprehensive and sustainable
business model that is focused on enhancing joint company and
shareholder value. We strongly believe that we can develop and
finalize an agreement that will benefit all stakeholders," stated
Akash Patel, President of Cameo Resources Corp.
Information
Concerning the Proposed Transaction
At this time, the parties continue to negotiate
the material terms of the transaction, including the amount of the
proposed consideration, how the consideration will be paid, and the
identity of the directors and executive officers of the Resulting
Issuer. The letter of intent is generally non-binding except
for specified provisions thereof, including a binding exclusivity
clause, whereby each party has agreed to exclusively negotiate and
pursue a transaction solely with the other party until the
termination date as set out in the letter of intent.
Management does not expect that the proposed
transaction will require shareholder approval of the Company in
accordance with Section 4.1 of Policy 5.2 of the Exchange, as the
transaction is not a Related Party Transaction, the Company is
without active operations, the Company is not and will not be
subject to a cease trade order and will not otherwise be suspended
from trading on completion of the Transaction, and shareholder
approval of the Transaction is not required under applicable
corporate and securities laws.
The Transaction is subject to the parties
successfully negotiating and entering into a definitive agreement.
In addition, the completion of the Transaction is subject to the
approval of the Exchange and all other necessary regulatory
approvals. It is also subject to additional conditions precedent,
including shareholder approval of Pinot if and as required under
applicable corporate or securities laws, satisfactory completion of
due diligence reviews by both parties, approvals of the boards of
directors of the Company and Pinot and certain other conditions
customary for transactions of this nature.
Trading in the Company's shares will remain halted
pending the completion of the Exchange's review of the proposed
Transaction and the filing of all documents required by the
Exchange. The Company will issue a further news release upon entry
into a binding agreement, and when the Exchange has completed its
review and received the necessary documentation, following which it
is anticipated that trading in the Company's shares will resume.
There can be no assurance that trading in the Company's shares will
resume prior to the completion of the Transaction.
Sponsor
Management anticipates that the proposed
Transaction will be subject to the sponsorship requirements of the
Exchange. If required, a sponsor will be identified at a later date
and will be announced in a subsequent press release of the
Company. An agreement to sponsor should not be construed as
an assurance with respect to the merits of the transaction or the
likelihood of completion of the proposed Transaction.
On behalf of the Board of Directors,
CAMEO RESOURCES
CORP.
"Akash
Patel"
Akash Patel
President
Completion of the transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance and if applicable, disinterested shareholder approval.
Where applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all.
Investors are cautioned that,
except as disclosed in the management information circular or
filing statement to be prepared in connection with the transaction,
any information released or received with respect to the
transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should be
considered highly speculative.
The TSX Venture Exchange Inc. has
in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this news
release.
This press release contains
forward-looking statements. Forward-looking statements are
projections and are subject to various risks and
uncertainties. Forward-looking statements in this press
release include those concerning the Company's entry into a
definitive agreement and the closing thereof. There are numerous
risks and uncertainties that could cause actual results and the
Company's plans and objectives to differ materially from those
expressed in the forward-looking information, including: (i)
inability to agree on material terms; (ii) receipt of corporate and
regulatory approvals; (iii) adverse market conditions; and (iv) and
risks disclosed in the Company's periodic disclosure documents
filed on SEDAR. Actual results and future events could differ
materially from those anticipated in such information. These
forward-looking statements are based on estimates and opinions of
management which management believes were reasonable on the dates
made and are expressly qualified in their entirety by this
notice. Except as required by law, the Company does not
intend to update these forward-looking statements.
For further information, please contact
Akash Patel
President
Email: akashp006@gmail.com
Phone: 604-446-6440
www.cameoresources.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Cameo Resources via Globenewswire
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