Blandings Capital Limited ("Blandings" or the "Company") (TSX VENTURE:BDC.P) is
pleased to provide this update with respect to its proposed acquisition (the
"Acquisition") of all the outstanding shares of AMG Bioenergy Resources Holdings
Ltd. ("AMG"), a British Virgin Islands company. AMG is active in the business of
bio fuel feedstock and biodiesel in the People's Republic of China and other
parts of Asia. It is anticipated that the Acquisition will constitute Blandings'
Qualifying Transaction pursuant to Policy 2.4 - Capital Pool Companies of the
TSX Venture Exchange (the "Exchange").


Further to its press release dated May 28, 2009, the Company has determined not
to proceed with the proposed private placement of common shares which was
previously intended to close concurrently with completion of the Acquisition.


The parties have now entered into an amended and restated share exchange
agreement dated December 31, 2009 (the "Share Exchange Agreement") pursuant to
which, among other administrative matters, the outside date for closing of the
Acquisition has been extended to March 31, 2010.


Pursuant to the terms of the Acquisition, Blandings will acquire from the
shareholders of AMG the 15,000,000 common shares of AMG currently issued and
outstanding (each having a deemed value of $0.33), and Blandings will, subject
to the approval of the Exchange, issue 25,000,000 Blandings common shares in
exchange for each issued AMG common share. In addition, on closing of the
Acquisition, (i) US$1,000,000 owing to certain AMG debenture holders will be
converted into 5,985,555 Blandings common shares based on a conversion rate of
$0.18 per common share and currency exchange rates in effect on October 31,
2009, and (ii) $370,980 owing to Lee Shoong Lim, the President and Chief
Executive Officer of AMG, will be converted into 2,061,000 Blandings common
shares based on a conversion rate of $0.18 per common share.


The common shares of Blandings to be issued in connection with the Acquisition
will be subject to escrow restrictions as required under applicable securities
legislation and may be subject to resale restrictions as required by the
Exchange.


Following the completion of the Acquisition, Blandings will have
45,296,555common shares outstanding (on an undiluted basis). Blandings also
currently has outstanding director and employee share options to acquire 812,500
common shares at an exercise price of $0.10 per share (the "Blandings Options").
It is expected that the holders of the Blandings Options will retain such
options subsequent to the completion of the Acquisition in accordance with the
current share option plan. 


On a fully diluted basis, the former shareholders of AMG and current
shareholders of Blandings will own approximately 72.96% and 27.04% respectively
of the issued, non-diluted Blandings common shares.


The completion of the Acquisition is subject to a number of conditions precedent
including, but not limited to, the following:




1.  the receipt of all necessary regulatory, corporate and third party
    approvals, including the approval of the Exchange, and compliance with
    all applicable regulatory requirements and conditions in connection with
    the Acquisition;

2.  the confirmation of the representations and warranties of each party to
    the Share Exchange Agreement as set out in such agreement;
    
3.  the absence of any material adverse effect on the financial and
    operational condition or the assets of each of the parties to the Share
    Exchange Agreement;

4.  the delivery of standard completion documentation including, but not
    limited to, legal opinions legal counsels, officers' certificates and
    certificates of good standing; and
    
5.  other conditions precedent customary for a transaction such as the
    Acquisition. 



The completion of the Acquisition is intended to occur on the tenth business day
following the satisfaction or waiver of the conditions precedent or such other
date as is mutually agreed to by the parties, but in any event no later than
March 31, 2010. If the Acquisition is not completed on or before March 31, 2010,
the terms of the Share Exchange Agreement will be terminated. Each of Blandings
and AMG will be responsible for the payment of its own costs and expenses
incurred in connection with the Acquisition.


It is the intention of Blandings and AMG to establish and maintain a Blandings
board of directors that consists of directors with a combination of appropriate
skill sets and is compliant with all regulatory and corporate governance
requirements. The board of directors of Blandings currently consists of three
members. Upon completion of the Acquisition, it is intended that Lee Shoong Lim
will join the board of directors of Blandings. Two of the four members of the
board will be independent directors. For biographies of the proposed directors
of Blandings, please refer to Blanding's press release dated October 22, 2008.


Blandings continues to work towards completion of the Qualifying Transaction and
filed a preliminary prospectus with the securities regulators in Alberta,
British Columbia and Ontario on September 22, 2009. The Company is currently
working through comments on the preliminary prospectus received from the Alberta
Securities Commission on December 10, 2009 and hopes to be in a position to file
a final prospectus shortly. 


Annual General Meeting

Due to the time required and the timing of the processing of its preliminary
prospectus, Blandings has decided to cancel its Annual General Meeting
originally scheduled for December 21, 2009 and rescheduled for March 11, 2010.


The Company will publish an advanced notice of the new Annual General Meeting
shortly and will issue a news release regarding the particulars of this meeting.


About Blandings

Blandings, a Capital Pool Company within the meaning of the policies of the
Exchange, was incorporated in December 2006 and was listed on the Exchange in
October 2007. Blandings does not have any operations and has no assets other
than cash. Blandings' business is to identify and evaluate businesses and assets
with a view to completing a Qualifying Transaction under the policies of the
Exchange.


Trading in the common shares of Blandings has been halted on the Exchange since
May 29, 2008 and will resume trading on the completion of the Qualifying
Transaction.


The TSX Venture Exchange has granted a six month extension to Blandings for
completion of its Qualifying Transaction. The new deadline for completion of the
Qualifying Transaction is March 31, 2010.


FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and information that are
based on the beliefs of management and reflect the Company's current
expectations. When used in this news release, the words "estimate", "project",
"belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should"
and the negative of these words or such variations thereon or comparable
terminology, are intended to identify forward-looking statements and
information. Such statements and information reflect the current view of the
Company with respect to risks and uncertainties that may cause actual results to
differ materially from those contemplated in those forward-looking statements
and information.


By their nature, forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements, or other future events, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are made based on
management's beliefs, estimates and opinions on the date that statements are
made and the Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other circumstances
should change. Investors are cautioned against attributing undue certainty to
forward-looking statements. There are numerous factors that could cause the
Company's actual results to differ materially from those indicated or implied by
forward-looking statements and information.


THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE
EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE
UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED
IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority 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
a capital pool company should be considered highly speculative.


Research Capital Corporation, subject to completion of satisfactory due
diligence, has agreed to act, if required by the TSX Venture Exchange, as
sponsor in connection with the transaction. An agreement to sponsor should not
be construed as any assurance with respect to the merits of the transaction or
the likelihood of completion.


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 press release.


Blandings Capital Limited (Tier2) (TSXV:BDC.P)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Blandings Capital Limited (Tier2) Charts.
Blandings Capital Limited (Tier2) (TSXV:BDC.P)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Blandings Capital Limited (Tier2) Charts.