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VST

0.00
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 to Acquire Delebrity Inc.

07/03/2014 6:55pm

Marketwired Canada


Vast Exploration Inc. (TSX VENTURE:VST) (the "Company" or "Vast") announces that
it has entered into a letter of intent dated February 28, 2014 (the "LOI"),
pursuant to which, subject to regulatory approval, the Company has agreed to
acquire (the "Acquisition") all of the issued and outstanding securities of
Delebrity Inc. ("Delebrity"), an arm's length party, by way of a business
combination.


Delebrity is a privately held technology company, incorporated under the laws of
Ontario. Delebrity creates lifelike digital representations of Celebrities -
known as Delebrities - for the purposes of monetizing their celebrity brand
through a variety of durable, sustainable revenue streams across multiple media
channels and distribution platforms. Delebrity has no controlling shareholders.


Delebrity will seek to monetize its top-level relationships with musicians,
actors and politicians, and place them in its proprietary 3D environment. This
could include stage shows, keynote speeches and traditional television and movie
appearances. Delebrity has signed several contracts and entered into strategic
relationships from both a content and business perspective. Delebrity recently
reached an agreement with the legendary Larry King to be the company's
spokesperson and holographic contract.


Pursuant to the terms of the Acquisition, the common shareholders of Delebrity
will be entitled to receive an aggregate of 31,875,000 common shares of Vast in
exchange for all of the issued and outstanding common shares of Delebrity held
by them on closing. In addition, current holders of agreed upon convertible
securities of Delebrity will receive equivalent securities of the Company on
closing. Vast currently has 16,669,132 shares issued and outstanding.


In connection with the proposed Acquisition, Delebrity intends to complete a
private placement financing for proceeds of not less than $3,000,000 (the
"Financing"). The final terms of the Financing are currently being negotiated
and an additional announcement will be made upon the terms of the Financing
being finalized. It is anticipated that the proceeds of the Financing will be
used for meeting the initial listing requirements of the Exchange, funding
Delebrity's business operations and for general working capital. A finder's fee
may be payable in connection with the Financing. All securities issued in
connection with the Financing will be subject to a four-month statutory hold
period.


The Acquisition will constitute a Reverse Takeover and a Change of Business for
the Company under the policies of the TSX Venture Exchange (the "Exchange"). 


Completion of the Acquisition is subject to a number of conditions including the
entering into of definitive agreements, the completion of the Financing, receipt
of all required shareholder, regulatory and third party consents and approvals
including Exchange approval, and satisfaction of other customary closing
conditions. The Acquisition cannot close until the required approvals are
obtained. There can be no assurance that the Acquisition 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 Acquisition, any information released or
received with respect to the Acquisition may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company should be
considered highly speculative. 


The Exchange has in no way passed upon the merits of the proposed transaction
and has neither approved nor disapproved the contents of this press release.


If required pursuant to Exchange Policy 2.2, the Company will retain a sponsor
in connection with the Acquisition.


Trading in the common shares of the Company will remain halted pending further
filings with the Exchange.


Following completion of the Acquisition, the Company's board of directors will
be reconstituted to include directors to be mutually agreed upon by the parties.
Details on the constitution of the new board and management and any additional
information required pursuant to the policies of the Exchange will be announced
or disclosed in the disclosure document once finalized.


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

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