Evrima Plc Investee Eastport signs LOI with TSX:V Auston Capital

 
TIDMEVA 
 
7th September 2022 
 
                                  Evrima plc 
 
                          ("Evrima" or the "Company") 
 
   Investee Update: Eastport enter LOI with TSX-V listed Auston Capital for 
                         proposed business combination 
 
Evrima is pleased to provide an update on its position in investee company, 
Eastport Ventures Inc. ("EPV" or "Eastport"). The Company currently holds 
3,377,888 ordinary shares of Eastport representing approximately, 6.85% of 
Eastport's current issued share capital. In addition to the Company's equity 
interest, Evrima holds a further 1,500,000 warrants with a strike price of 
$0.30c (CAD) and a life to expiry of 5-years from grant (17 June 2027). Should 
Evrima elect to exercise its warrants, the Company would have an interest of 
approximately 10% of Eastport. 
 
On the 1st of September 2022, Eastport entered a non-binding LOI with TSX-V 
listed, Auston Capital Corp. (TSX-V: ASTN.P). The source press release can be 
accessed here. 
 
The latest Eastport Ventures Inc. Corporate Presentation can be found at EPVs 
website - 
 
Extract from Auston Capital Corp Press Release: 
 
Auston Capital Corp. has entered a non-binding letter of intent dated Sept. 1, 
2022, with Eastport Ventures Inc. in respect of a proposed business 
combination. It is anticipated that the proposed transaction will constitute 
the qualifying transaction of Auston in accordance with Policy 2.4 (Capital 
Pool Companies) of the exchange. 
 
Transaction Summary 
 
Subject to completion of satisfactory due diligence, the LOI contemplates that 
Auston and Eastport will negotiate the principal terms of the proposed 
transaction under which all of the issued and outstanding securities of 
Eastport will be exchanged for securities of Auston on a to be determined 
basis. The terms and conditions outlined in the LOI are non-binding on the 
parties. The proposed transaction would be structured as a three-cornered 
amalgamation, plan of arrangement or other structure based on the advice of the 
parties' respective advisers and taking into account various securities, tax, 
operating and other considerations. The board of Auston cannot confirm the 
exact number of consideration shares that would be issued to the shareholders 
of Eastport until such time as Auston and Eastport have negotiated and settled 
the principal terms of the proposed transaction, at which time the parties will 
enter into a definitive agreement in respect of the proposed transaction. There 
can be no assurance that a definitive agreement will be negotiated or entered 
into. 
 
If the proposed transaction completes, the resulting issuer will change its 
name to a name determined by Eastport and will continue the business of 
Eastport. 
 
There can be no assurance that the parties will reach agreement on the 
principal terms of the proposed transaction or execute a definitive agreement 
or that the proposed transaction will complete as proposed or at all. The LOI 
may be terminated by a party if, among other things, due diligence is not 
completed to the satisfaction of that party or the parties do not settle the 
principal terms of the proposed transaction by Nov. 30, 2022. 
 
Until the LOI is terminated or the parties have entered into a definitive 
agreement, the parties have agreed not to solicit, negotiate or entertain any 
proposal or offer in competition with the proposed transaction. If the parties 
execute a definitive agreement, completion of the proposed transaction would be 
subject to a number of conditions, including, among other things, receipt of 
the conditional approval of the exchange and, if required, shareholder 
approval; completion of a consolidation on terms to be determined; completion 
of a concurrent financing, which would close concurrently with completion of 
the proposed transaction; and other standard conditions of closing for a 
transaction in the nature of the proposed transaction. 
 
Other information relating to the proposed transaction 
 
The proposed transaction will not constitute a non-arm's-length qualifying 
transaction (as such term is defined in the policies of the exchange) for 
Auston. Accordingly, the proposed transaction is not anticipated to require the 
approval of the shareholders of Auston. 
 
In accordance with the policies of the exchange, the Auston shares are 
currently halted from trading and will remain so until such time as the 
exchange determines, which may not occur until completion of the proposed 
transaction or other qualifying transaction. 
 
Additional information concerning the proposed transaction, Auston, Eastport 
and the resulting issuer will be provided once determined in one or more 
subsequent news releases should a definitive agreement be negotiated. 
 
About Auston Capital Corp. 
 
Auston is designated as a capital pool company under exchange Policy 2.4. 
Auston has not commenced commercial operations and has no assets other than 
cash. Auston's objective is to identify and evaluate businesses or assets with 
a view to completing a qualifying transaction. Any proposed qualifying 
transaction must be approved by the exchange and, in the case of a 
non-arm's-length qualifying transaction, must also receive majority approval of 
the minority shareholders. Until the completion of a qualifying transaction, 
Auston will not carry on any business other than the identification and 
evaluation of businesses or assets with a view to completing a proposed 
qualifying transaction. 
 
Completion of the proposed transaction is subject to a number of conditions, 
including, but not limited to, Auston and Eastport entering into a definitive 
agreement, exchange acceptance and, if applicable pursuant to exchange 
policies, shareholder approval. There can be no assurance that the proposed 
transaction will be completed as proposed or at all. Investors are cautioned 
that any information released or received with respect to the proposed 
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. 
 
All information contained in this news release with respect to Auston and 
Eastport was supplied by the parties, respectively, for inclusion herein, and 
Auston and its respective directors and officers have relied on Eastport for 
any information concerning such party 
 
Related Party Disclosure 
 
Burns Singh Tennent-Bhohi (CEO & Director & Shareholder of Evrima plc) is 
Founder, Shareholder, Executive Chairman, and Chief Executive Officer of 
Eastport Ventures Inc. Guy Miller (Director & Shareholder of Evrima plc) is a 
shareholder of Eastport Ventures Inc. 
 
The Directors of Evrima accept responsibility for this announcement. 
 
This announcement contains information which, prior to its disclosure, was 
inside information as stipulated under Regulation 11 of the Market Abuse 
(Amendment) (EU Exit) Regulations 2019/310 (as amended). 
 
                                     Ends - 
 
Enquiries  : 
 
Company: 
Burns Singh Tennent-Bhohi (CEO & Director): [e-mail] 
 
Simon Grant-Rennick (Executive Chairman): [e-mail] 
 
Novum Securities Limited (AQSE Corporate Adviser): 
 
David Coffman / Lucy Bowden: + 44 (0) 20 7399 9400 
 
 
 
END 
 
 

(END) Dow Jones Newswires

September 07, 2022 02:00 ET (06:00 GMT)