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VST

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0.00 (0.00%)
Share Name Share Symbol Market Type
TSXV:VST TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Vast Exploration Signs Definitive Agreement to Acquire Delebrity Inc.

06/05/2014 2:00pm

Marketwired Canada


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Vast Exploration Inc.
Ahmed Said
President and CEO
+1-416-309-2963
www.vastexploration.com

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