Amseco Announces Reverse Take-Over
12 February 2014 - 7:39AM
Marketwired
Amseco Announces Reverse Take-Over
MONTREAL, QUEBEC--(Marketwired - Feb 11, 2014) - Amseco
Exploration Ltd. (TSX-VENTURE:AEL) (the "Corporation" or "Amseco")
is pleased to announce that it has entered into two agreements in
principle (the "Agreements"), each dated February 10, 2014
regarding the acquisition of all rights, title and interests held
by Agromine Investment Limited and Mangrove Capital Ltd. (together,
the "Vendors") in Manenga Mining Potash SA, a Congolese entity that
holds the Manenga permit in the Republic of Congo (the "Property").
The acquisition of the Property will constitute a reverse take-over
(the "RTO") under the policies of the TSX Venture Exchange (the
"Exchange"). The Vendors of the Property are privately-held
entities controlled by Mr. Serge Nana and incorporated under the
laws of the Republic of Seychelles.
Under the Agreements, as consideration for the acquisition of
the Property, the Corporation will issue a total of 80,000,000
common shares to the Vendors (equally between them) at a deemed
price of $0.05 per share. Amseco currently has a total of
93,121,452 common shares issued and outstanding.
A Filing Statement in respect of the proposed RTO will be
prepared and filed in accordance with Exchange Policy 5.2 at
www.sedar.com in order to obtain the shareholder approvals required
under the Exchange's policies.
Completion of the RTO is subject to a number of conditions,
including, but not limited to: the satisfaction of all applicable
listing requirements of the Exchange; Exchange approval of the RTO;
a satisfactory due diligence review by Amseco; receipt of a report
completed in accordance with National Instrument 43-101 -
Standards of Disclosure for Mineral Projects ("NI
43-101"); completion or waiver of sponsorship; and the approval of
the board of directors of Amseco.
The common shares of the Corporation will remain halted pending
receipt by the Exchange of certain required materials from the
Corporation. The Corporation will issue a further press release
upon finalization and filing of the aforementioned report pursuant
to NI 43-101.
The Republic of Congo (ROC) has significant good grade potash
deposits. The evaporitic sequence contains world-class potash
resources in the form of carnallite and sylvite. According to
publicly-available information, the salt sequence is reportedly
some 500m thick and companies currently working on potash projects
in ROC include MagIndustries (the Mengo development on a property
adjacent to the Manenga Permit) and Elemental Minerals.
Proposed Management
Upon completion of the RTO, Amseco's current board and
management will continue with the Corporation and Mr. Serge Nana
will be appointed as a director of the Corporation.
President and CEO of Financia Capital, Mr. Nana is a specialist
in the area of mining, project finance, and corporate finance.
Prior to joining Financial Capital, he worked for 10 years for BMCE
Capital, the investment-banking subsidiary of the Moroccan Group
BMCE Bank, where he started as Deputy Managing Director for Western
Africa and later became Managing Director for Central Africa. Mr.
Nana is the Lead Advisor and Financial Advisor of the Government of
Cameroon in the development of the USD$10 billion Mbalam Iron Ore
project; he leads a team of lawyers, financiers, and technical
advisors involved in the project. He is also the Lead Advisor and
Financial Advisor of the Government of Cameroon for the development
of the Ngaoundal/Minim-Martap USD$5 billion project. Mr. Nana has
structured several major infrastructure projects in Africa, such as
railways, airports, energy plants and real estate. He holds a
Master's Degree in Mathematics from the University of Paris Diderot
and a Master's of Science in Actuarial Science from Concordia
University in Montreal. He is a Member of the American Academy of
Actuaries, and an Associate of the Society of Actuaries of Chicago.
Mr. Nana also holds Canadian citizenship and has worked in Toronto
and Ottawa as an actuarial analyst and associate.
Other Information
Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. 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 Filing
Statement to be prepared in connection with the transaction, any
information released or received with respect to the RTO may not be
accurate or complete and should not be relied upon. Trading in the
securities of Amseco should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
This news release discusses items that may constitute
forward-looking statements within the meaning of securities laws
and that involve risks and uncertainties. Such statements include
those with respect to the completion of the RTO, the composition of
Amseco's management thereafter and the preparation of the
geological report regarding the Property. Although Amseco believes
in light of the experience of its officers and directors, current
conditions and expected future developments and other factors that
have been considered appropriate that the expectations reflected in
such forward-looking statements are based on reasonable
assumptions, they can give no assurances that those expectations
will be achieved and actual results may differ materially from
those contemplated in the forward-looking statements and
information. Such assumptions, which may prove incorrect, include
the following: (i) the RTO will obtain all required regulatory and
shareholder approvals, (ii) Amseco will succeed in obtaining any
necessary future financing to fund its ongoing operations and work
plans, (iii) no material obstacles, technical or otherwise, will
hinder Amseco's operations following the RTO and (v) the price of
primary resources will remain sufficiently high and the costs of
advancing Amseco's projects sufficiently low so as to permit the
Corporation to implement its business plans in a profitable manner.
Factors that could cause actual results to differ materially from
expectations include (i) Amseco's failure to make effective use of
its available funds following the RTO, (ii) the failure of Amseco's
projects for technical, logistical, labour-relations or other
reasons, (iii) Amseco's inability to obtain the necessary approvals
for the RTO, (iv) a decrease in the price of primary resources
below what is necessary to sustain Amseco's operations, (v) an
increase in Amseco's operating costs above what is necessary to
sustain its operations, (vi) accidents, labour disputes or the
materialization of similar risks, (vii) a deterioration in capital
market conditions that prevents Amseco from raising the funds that
it requires on a timely basis, (viii) an inability or unwillingness
of the Vendors or Amseco to complete the RTO for whatever reason,
(ix) an inability or unwillingness of the individuals named above
to serve as directors or officers of Amseco following the RTO and
(x) generally, an inability of Amseco to develop and implement a
successful business plan for any reason. These factors and others
are more fully discussed in Amseco's filings with Canadian
securities regulatory authorities available at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Amseco Exploration Ltd.Jean DesmaraisPresident, Chief Executive
Officer and Director(514) 284-5111(514) 284-6111
(TSXV:AEL)
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