Greenfield Announces Shareholder Approval for RTO and Financing
16 December 2011 - 8:17AM
Marketwired Canada
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Greenfield Financial Group Inc. (Greenfield) ("GRF") (TSX VENTURE:GRF) is
pleased to announce that it has received shareholder approval at a Special and
Annual shareholder's meeting held today for its previously announced proposed
merger with three private companies, Wheels Holdco Inc. and Bluenose Holdings
(Ontario) Inc. (together, "Wheels") and Logistics Holdings International Inc.
("LHI") to combine in a share-exchange reverse-takeover transaction (the
"Transaction"), and a concurrent financing (the "Offering").
Completion of the Transaction is subject to a number of conditions, including
but not limited to, completion of the Offering, execution of a definitive
agreement in respect of the Transaction, and TSXV acceptance. There can be no
assurance that the Transaction will be completed as proposed or at all.
The Company has requested a voluntary trading halt during this closing period to
commence at the close of trading today, December 15, 2011, to continue until the
transaction closes and TSXV final approvals have been received, which is
anticipated during the first week of January 2012.
Notice on forward-looking statements:
This release includes forward-looking statements regarding GRF, Wheels, LHI and
their respective businesses. Such statements are based on management's current
expectations. The forward-looking events and circumstances discussed in this
release, including completion of the proposed transaction between GRF, Wheels,
LHI and the Offering, may not occur and actual operating results could differ
materially as a result of known and unknown risk factors and uncertainties
affecting the companies. No forward-looking statement can be guaranteed. Except
as required by applicable securities laws, forward-looking statements speak only
as of the date on which they are made and GRF undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result of
new information, future events, or otherwise.
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 Management Information
Circular 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 GRF should
be considered highly speculative.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
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