FreshXtend Proposed Reorganisation
22 July 2008 - 5:48AM
Marketwired
VANCOUVER, BRITISH COLUMBIA ("FreshXtend" or "the Company")
announces that, further to the review of its core businesses and
ongoing operations announced on May 8, 2008, the Company is in
discussions with its major shareholder for the reorganisation (the
"Reorganisation") of the Company which will include a delisting of
the shares of the Company from the TSX Venture Exchange (the
"Exchange").
As announced on May 8, 2008, further to the launch of
NatureSeal, Inc. and AgriCoat NatureSeal Limited as announced on
April 4, 2008, the activities previously undertaken by the Company
in connection with its antioxidant business are now being carried
out by employees of NatureSeal, Inc. and AgriCoat NatureSeal
Limited. The Company has undertaken a review of its ongoing
obligations and as a result has dramatically reduced its overhead
costs to a level commensurate with the ongoing business.
The Company has had preliminary discussions with a company
associated with Ariadne Australia Limited ("Ariadne"), the major
shareholder of the Company, in connection with the form of the
Reorganisation, which may be done by way of an amalgamation.
Details as to the specific terms of the Reorganisation have not
been determined.
The completion of the proposed Reorganization is subject to
negotiation of a definitive agreement, the terms and conditions of
the definitive agreement, the approval of the Company's
disinterested shareholders, and to applicable regulatory and
Exchange approval. The details will be announced in due course.
The Board of Directors of the Company has established a
committee (the "Independent Committee") of the independent
directors to evaluate the proposed Reorganisation once a proposal
is received and to determine whether or not to provide a
recommendation to the Board of Directors that the Board of
Directors should approve the Reorganisation and recommend to the
shareholders to vote in favour of a special resolution considering
the Reorganisation.
A special meeting of the shareholders will be called to consider
and, if thought fit, approve, the Reorganization. The
Reorganisation will be subject to the approval of not less than
two-thirds of the shareholders and a majority of the minority
shareholders voting at the meeting. Further details will be set
forth in a management information circular and proxy material to be
mailed to the shareholders prior to the meeting.
If the Reorganisation is successfully concluded and all required
approvals obtained, the shares of the Company would be delisted
from the TSX Venture Exchange and the Company would seek to no
longer be a reporting issuer in British Columbia.
There can be no assurance that a proposal will be received from
the company associated with Ariadne or that the Reorganisation will
be completed.
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the Reorganisation, any information released or received with
respect to the Reorganisation may not be accurate or complete and
should not be relied upon.
FreshXtend Technologies Corp.,
Roy Robinson, Director
Manual Listing S & P's Industrial & Int'l, 12g (3)b
Exemption: #82-2190
The statements in this news release may contain certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Exchange Act of 1934
and are subject to the safe harbour created by these sections.
Actual results may differ materially from the Company's
expectations.
The TSX Venture Exchange has neither approved nor disapproved
the contents of this news release.
Contacts: FreshXtend Technologies Corp. Roy Robinson Director
(604) 322-0759 (604) 322-0487 (FAX) Website: www.freshxtend.com
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