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Share Name | Share Symbol | Market | Type |
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Amalfi Capital Corp. | TSXV:ALI.P | TSX Venture | Ordinary Share |
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0.00 | 0.00% | 0.00 | - |
Amalfi Capital Corporation ("Amalfi") (TSX VENTURE:ALI.P) announces an update to its May 17, 2010 press release describing the amendments (the "Amendments") to the terms of the amalgamation agreement between Amalfi and CDR Minerals Inc. ("CDR"), pursuant to which a wholly-owned subsidiary of Amalfi ("Amalfi Subco") will amalgamate (the "Amalgamation") with CDR and continue as one company (the "Resulting Issuer") under the Business Corporations Act (Ontario). The Amalgamation, when completed, is expected to constitute Amalfi's Qualifying Transaction for the purpose of Policy 2.4 (the "Policy") of the TSX Venture Exchange Inc. ("TSX Venture"). Pursuant to the Amalgamation, Amalfi will now consolidate (the "Consolidation") its shares on the basis of one new Amalfi common share ("Amalfi Share") for every three Amalfi common shares previously held (instead of on the basis of one new Amalfi Share for every three and a half Amalfi common shares). As a result, shareholders of Amalfi will receive an aggregate of 3,866,666 common shares of the Resulting Issuer ("Resulting Issuer Shares") (instead of 3,314,285 Resulting Issuer Shares) after the completion of the Consolidation and the Amalgamation. In addition, each holder of an Amalfi Share will now receive 0.4285714 of a Resulting Issuer new common share purchase warrant ("Resulting Issuer New Warrant") for each Amalfi Share held (instead of 0.5 of a Resulting Issuer New Warrant for each Amalfi Share held). All other terms of the Amalgamation shall remain the same. As announced on May 17, 2010, in connection with the Amalgamation, CDR intends to raise up to $15,000,000 in a private placement of units (the "CDR Units") at a price of $0.40 per unit (the "CDR Private Placement"). Each CDR Unit will be comprised of one common share of CDR ("CDR Share") and one common share purchase warrant ("CDR Warrant"). Each whole CDR Warrant will entitle the holder to purchase one CDR share at a price of $0.50 until the date that is five years from closing of the CDR Private Placement. CDR has engaged Northern Securities Inc. ("Northern") as lead agent to raise up to $8,000,000 on a best efforts basis, with Northern Financial Corporation providing a firm commitment for an additional $7,000,000 of the CDR Private Placement, for aggregate gross proceeds of up to $15,000,000. Pursuant to the terms of the firm commitment, Northern Financial Corporation has agreed to acquire that amount of CDR Units as is necessary to ensure that the minimum amount raised pursuant to the CDR Private Placement is at least $7,000,000. In connection with the CDR Private Placement, Northern received an engagement fee (the "Engagement Fee") of $20,000 and will be issued 125,000 CDR Shares at a deemed price of $0.40 per share. Upon the closing of the CDR Private Placement, Northern will receive a cash commission of 8% of the aggregate gross proceeds of the CDR Private Placement and will be issued broker warrants ("CDR New Broker Warrants") equal to 10% of the number of CDR Units sold pursuant to the CDR Private Placement. Each CDR New Broker Warrant is exercisable into one CDR Unit at a price of $0.40 per unit prior to the date that is five years from the closing of the CDR Private Placement. The revised terms of the Amalgamation and CDR Private Placement supersede and replace, as applicable, the description of the Amalgamation and related private placement set out in the Corporation's filing statement dated March 29, 2010 (the "Filing Statement") which is available on SEDAR. The following information updates and replaces the Filing Statement disclosure of the Resulting Issuer's expected pro forma consolidated capitalization and its fully diluted share capital. Capitalized terms used in the following sections that are not otherwise defined herein have the meanings assigned to them in the Filing Statement. Consolidated Capitalization of the Resulting Issuer As a result of the Amendments, the expected capitalization of the Resulting Issuer, after giving effect to the Qualifying Transaction and CDR Private Placement, is as follows: Outstanding in the Resulting Issuer Authorized After Giving Effect to the Qualifying Capital Transaction and Certain Matters (1) --------------------------------------------------------------------------- (unaudited) Long-term Debt(2) N/A $5,213,102 Current Portion of Long- Term Debt (2) N/A $2,492,340 Resulting Issuer Shares Unlimited $12,424,299(3) (59,745,150 Shares)(4)(5) Resulting Issuer special shares Unlimited Nil Notes: - Pursuant to the Amalfi Stock Option Plan, the Resulting Issuer will have reserved 20% of the outstanding Resulting Issuer Shares for stock options. - See the pro forma financial statements of the Resulting Issuer attached as Schedule "E" to the Filing Statement. - In accordance with generally accepted accounting principles for a reverse takeover transaction, the dollar value of the share capital of Resulting Issuer after the completion of the Amalgamation will be the dollar value of the share capital of CDR immediately prior to completion of the Amalgamation, together with the net value of Amalfi. In addition, the deficit of Resulting Issuer will be the deficit of CDR immediately prior to the completion of the Qualifying Transaction, which as at September 30, 2009 after the deduction of stock-based compensation costs, commissions, consultant fees and related expenses will be ($4,446,465). - Not including any Resulting Issuer Shares issuable pursuant to the exercise of any convertible securities of the Resulting Issuer. - Assuming the completion of the CDR Private Placement, the Resulting Issuer will issue up to an additional 37,500,000 Resulting Issuer units ("Resulting Issuer Units"), being comprised of up to 37,500,000 Resulting Issuer Shares and up to 37,500,000 Resulting Issuer CDR New Warrants to subscribers to the CDR Private Placement. The Resulting Issuer will also issue up to 3,750,000 Resulting Issuer broker warrants ("Resulting Issuer CDR New Broker Warrants") in replacement of the CDR New Broker Warrants. Each Resulting Issuer CDR New Broker Warrants shall entitle the holder to acquire one Resulting Issuer Unit at price of $0.40 per unit until the date that is five years from closing the CDR Private Placement. Fully Diluted Share Capital of the Resulting Issuer The following table describes the expected the fully-diluted share capital of the Resulting Issuer, after giving effect to the Qualifying Transaction and CDR Private Placement. Number of Resulting Issuer Percentage Assuming Shares Assuming Completion of the Completion of the Amalgamation Amalgamation(5) --------------------------------------- Resulting Issuer Shares issued after Completion of Amalgamation and Consolidation to former holders of 3,866,666 4.04% Amalfi Shares Resulting Issuer Shares issued after Completion of Amalgamation and Consolidation to former holders of CDR Shares including those issued 55,678,484 58.11% to Northern pursuant to the Engagement Fee Resulting Issuer Shares issued to G. Scott Paterson as finder's fee pursuant to the Qualifying 200,000 0.21% Transaction Securities reserved for issuance pursuant to Resulting Issuer CDR 7,735,407 8.07% Warrants Securities reserved for issuance pursuant to Resulting Issuer CDR 2,200,000 2.30% 2010 Warrants Securities reserved for issuance pursuant to Resulting Issuer CDR 518,446 0.54% Broker Warrants Securities reserved for issuance pursuant to Resulting Issuer CDR 8,050,000 8.40% Options Securities reserved for issuance pursuant to Resulting Issuer CDR 10,000,000 10.44% Cheyenne Debenture(1) Securities currently reserved for issuance pursuant to Resulting 750,000 0.78% Issuer CDR Global Debentures(2) Securities reserved for issuance pursuant to Resulting Issuer Amalfi 257,143 0.27% Agents' Options Securities reserved for issuance pursuant to Resulting Issuer Amalfi 331,429 0.35% Options Securities reserved for issuance pursuant to Resulting Issuer New 1,657,143 1.73% Warrants Securities reserved for issuance pursuant to Resulting Issuer New 2,909,902 3.04% Options(3) Securities currently reserved for issuance pursuant to Resulting 1,652,523 1.72% Issuer CDR PKM MOU Right(4) --------------------------------------- 95,807,143(6) 100% Notes: 1. The US$5,000,000 principal amount of CDR Cheyenne Debentures were issued pursuant to the Big Branch Acquisition and matured on April 1, 2011. They bear interest at 12% per annum and are convertible into CDR Shares on the basis of one CDR Share for each US$0.50 principal amount of debentures until maturity. For additional information see the notes to the financial statements for the nine months ended September 30, 2009 of CDR attached as Schedule "D" to the Filing Statement and the notes to the pro forma financial statements of the Resulting Issuer attached as Schedule "E" to the Filing Statement. 2. The $375,000 principal amount of CDR Global Debentures currently outstanding matures on July 15, 2010, bear interest at 12% per annum, and are convertible into CDR Shares on the basis of one CDR Share for each $0.50 (subject to the adjustment provisions in the CDR Global Debentures) principal amount of debentures until maturity. For additional information see the notes to the financial statements for the nine months ended September 30, 2009 of CDR attached as Schedule "D" to the Filing Statement and the notes to the pro forma financial statements of the Resulting Issuer attached as Schedule "E" to the Filing Statement. 3. Assuming the maximum Resulting Issuer New Options are granted. 4. Expected amount owing as of the date of the Filing Statement. PKM is controlled by Peter K. Moran, the Chief Operating Officer of CDR and the proposed Chief Operating Officer and a Director of the Resulting Issuer. 5. Assuming the completion of the CDR Private Placement, the Resulting Issuer will issue up to an additional 37,500,000 Resulting Issuer Units, comprised of up to 37,500,000 Resulting Issuer Shares and up to 37,500,000 Resulting Issuer CDR New Warrants in replacement of the up to 37,500,000 CDR Units issuable under the CDR Private Placement. Each Resulting Issuer CDR New Warrant entitles the holder to acquire one Resulting Issuer Share at a price of $0.50 per share until the date that is 60 months from the closing of the CDR Private Placement. The Resulting Issuer will also issue up to 3,750,000 Resulting Issuer CDR New Broker Warrants in replacement of the up to 3,750,000 CDR New Broker Warrants issuable pursuant to the CDR Private Placement, each entitling the holder to acquire one Resulting Issuer Unit at a price of $0.40 per Unit until two years from the closing of the CDR Private Placement being comprised of 3,750,000 resulting Issuer Shares and 3,750,000 Resulting Issuer CDR New Warrant. 6. Assuming the completion of the maximum CDR Private Placement, and assuming conversion of all of the convertible securities of the Resulting Issuer (including those issuable pursuant to the CDR Private Placement), the total fully diluted share capital of the Resulting Issuer will be 178,307,143 Resulting Issuer Shares. Completion of Qualifying Transaction Closing of the Amalgamation and CDR Private Placement are expected to occur on or before June 25, 2010. The completion of the Private Placement and the Business Combination are subject to several conditions including, but not limited to, the receipt of all applicable regulatory approvals, including the approval of the TSX Venture. Trading of the Amalfi Shares on the TSX Venture is expected to be suspended effective June 1, 2010, as Amalfi not completed a Qualifying Transaction within 24 months of listing. Trading will remain suspended until the closing of the Amalgamation. About CDR CDR is a privately held coal exploration and production company, incorporated pursuant to the Business Corporations Act (Ontario), headquartered in Toronto, Ontario, Canada with a regional office in Hazard, Kentucky, U.S.A. CDR is concentrating its efforts on developing producing surface coal mining operations in the Central Appalachian coal producing region of the United States, which includes parts of West Virginia, Virginia, Kentucky, Ohio, and Tennessee. The completion of the CDR Private Placement and the Amalgamation are subject to a number of conditions, including but not limited to, TSX Venture acceptance. There can be no assurance that the CDR Private Placement or the Amalgamation will be completed as proposed or at all. Investors are cautioned that any information released or received with respect to the CDR Private Placement or the Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative. Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Amalfi nor CDR will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Amalfi and CDR. The securities of Amalfi being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
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