Spackman Equities Group Inc. Announces Acquisition of Shares of Team Vision International Limited and Private Placement of Co...
15 December 2011 - 3:04AM
Marketwired Canada
Spackman Equities Group Inc. (TSX VENTURE:SQG) ("SEGI" or the "Company") is
pleased to announce that it has entered into a share exchange agreement dated
December 14, 2011 (the "Agreement") to acquire 55% of the issued and outstanding
shares of Team Vision International Limited ("TVIL"), a Hong Kong based holding
company, in exchange for the issuance of 30,475,500 common shares of the Company
at a deemed price of $0.15 per share. The TVIL shares will be acquired by the
Company pro rata from the TVIL shareholders. The Company considers that the
transaction contemplated under the Agreement (the "Transaction") is an
"expedited acquisition" pursuant to TSX Venture Exchange Policy 5.3
(Acquisitions and Dispositions of Non-Cash Assets) which remains subject to
approval from the TSX Venture Exchange as well as other applicable regulatory
approval.
On or before the completion of the Transaction, TVIL will hold 25,110 common
shares, or 93%, of Opus Pictures Co., Ltd. ("Opus") and 15,614 common shares, or
92.996%, of Zip Cinema Co., Ltd. ("Zip"). Currently, the Company indirectly
holds a 7.0% equity ownership in Opus and a 7.004% equity ownership in Zip
through its 100% interest in Gold China Technologies Limited. Opus and Zip are
engaged in the production and distribution of theatrical motion pictures in the
Republic of Korea and overseas.
Concurrently with the completion of the Transaction, the Company will seek to
complete a private placement (the "Private Placement") of up to 3,333,333 common
shares of the Company to arms-length investors at a price of $0.15 per common
share for gross proceeds of up to $500,000. The proceeds of the Private
Placement will be used by SEGI to pursue additional investments and for working
capital purposes. The closing of the Transaction is not contingent on the
completion of the Private Placement.
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