Vesta Capital Corp. Announces Update to Proposed Qualifying Transaction With 3GSolar Ltd.
23 January 2009 - 9:00AM
Marketwired
Vesta Capital Corp. (TSX VENTURE: VES.P) ("Vesta") and 3GSolar Ltd.
("3G") have executed an amended and restated letter of intent dated
January 6, 2009 which amends the original letter of intent entered
into by the parties on October 30, 2008 and disclosed in Vesta's
press release dated November 10, 2008.
The parties have agreed to re-structure the transaction from a
share sale to a "three cornered amalgamation" in order to
facilitate the share exchange with 3G's large shareholder base.
Under the new structure, Vesta will incorporate a new wholly
owned subsidiary under Israeli law and the shareholders of 3G will
be asked to approve the amalgamation of 3G with this new
subsidiary. Upon completion of the amalgamation, holders of 3G
shares will cease to hold 3G shares and would be entitled to
receive 25,000,000 Vesta shares pro rata based on their holdings of
3G, the same consideration as contemplated under the original
structure. Following completion of the amalgamation transaction,
the newly amalgamated 3G will be a wholly owned subsidiary of
Vesta.
The parties have further agreed to extend the deadline for
completing due diligence and the signing of definitive agreements
in respect of the amalgamation transaction, to March 14, 2009.
Subject to obtaining the prior approval of the TSX Venture
Exchange, Vesta has also agreed to advance a demand loan in the
amount of $225,000 to 3G. If the merger transaction has not been
completed by May 31, 2009, Vesta will be entitled to demand
repayment of the loan at anytime thereafter. The loan shall bear
interest at 5% per annum and would be secured by a fixed and
floating charge over all of 3G's personal property, including its
intellectual property. The proceeds of the loan shall be used to
fund further expenditures relating to development of 3G's
technologies and for general working capital purposes.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement or prospectus
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.
For Investors
This press release may include statements about expected future
events and/or financial results that are forward-looking in nature
and subject to risks and uncertainties. Vesta cautions that actual
performance will be affected by a number of factors, many of which
are beyond its control. Future events and results may vary
substantially from what Vesta currently foresees. Discussion of the
various factors that may affect future results is contained in
Vesta's recent filings, available on SEDAR.
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.
Contacts: Vesta Capital Corp. Harold Wolkin President, Chief
Financial Officer and Corporate Secretary (416) 485-0980 Email:
harold.wolkin@sympatico.ca
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