Vast Exploration Signs Definitive Agreement to Acquire Delebrity Inc.
06 May 2014 - 11:00PM
Marketwired
Vast Exploration Signs Definitive Agreement to Acquire Delebrity
Inc.
TORONTO, ONTARIO--(Marketwired - May 6, 2014) - Vast Exploration
Inc. (TSX-VENTURE:VST) (the "Company" or "Vast") and Delebrity Inc.
("Delebrity") are pleased to announce the entering into of a
definitive agreement (the "Agreement") for the Company's
acquisition (the "Acquisition") of Delebrity, as previously
announced on March 7, 2014. The Acquisition will be accomplished
through a "three-cornered" amalgamation, pursuant to which Vast's
wholly-owned subsidiary will amalgamate with Delebrity, and each
outstanding security of Delebrity will be exchanged for one
equivalent security of Vast. The resulting entity will be a
wholly-owned subsidiary of Vast and will carry on the business of
Delebrity.
Following its previous announcement, Delebrity has now completed
a concurrent private placement, pursuant to which Delebrity has
issued an aggregate of 12,318,755 common shares at a price of $0.25
per share for aggregate gross proceeds of $3,079,688.75. In
connection therewith, Delebrity has also issued finder's warrants
exercisable at $0.25 to acquire up to 370,000 common shares of
Delebrity until April 25, 2015.
On closing of the Acquisition, the Company will issue an
aggregate of 44,193,755 common shares to the existing shareholders
of Delebrity, 3,750,000 options to the existing option holders of
Delebrity and 370,000 finder's warrants to the existing
warrantholders of Delebrity.
All securities issued in connection with the Acquisition will be
subject a four-month statutory hold.
Completion of the Acquisition is subject to a number of
conditions, including but not limited to, TSX Venture Exchange
("Exchange") acceptance and if applicable pursuant to Exchange
requirements, 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
disclosure document 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 the Company should be
considered highly speculative.
This press release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
Forward-looking information includes, but is not limited to,
statements with respect to the timing and implementation of the
Acquisition, the proposed Financing and the use of proceeds of the
Financing. Generally, forward looking information can be identified
by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
the Company to be materially different from those expressed or
implied by such forward-looking information, including but not
limited to: general business, economic, competitive, geopolitical
and social uncertainties; the actual results of exploration
activities; regulatory risks; risks inherent in foreign operations;
and other risks of the oil and gas industry. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. The Company
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws.
NEITHER THE TSX-VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSX-VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
Vast Exploration Inc.Ahmed SaidPresident and
CEO+1-416-309-2963www.vastexploration.com
(TSXV:VST)
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