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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sunora Foods, Inc. | TSXV:TBC.P | TSX Venture | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. Thoroughbred Capital Inc. ("TBC" or the "Corporation") (TSX VENTURE:TBC.P), a Capital Pool Company ("CPC"), is pleased to announce that it has entered into a letter of intent dated April 9, 2013 pursuant to which it intends to acquire Sunora Foods Ltd. ("Sunora"), an arm's length private company based in Calgary, Alberta (the "Proposed Transaction"). Sunora carries on the business of the production and exportation of canola oil and related food oil products. In conjunction with the Proposed Transaction, TBC intends to acquire all of the issued and outstanding securities of Sunora by way of amalgamation, merger, plan of arrangement or other form of business combination that will have the same effect, in exchange for a combination of (i) common shares in the capital of TBC ("TBC Shares") and (ii) warrants exchangeable for TBC Shares ("Special Warrants") (the TBC Shares and Special Warrants collectively referred to as the "TBC Securities"), such that approximately 30,000,000 TBC Securities shall be issued at a deemed price of C$0.167 per TBC Security or C$5,010,000 in the aggregate. A concurrent private placement is currently contemplated by the parties but is not a condition to completion of the Proposed Transaction. The Special Warrants shall include an automatic conversion feature whereby the Special Warrants shall be automatically exchanged for TBC Shares, for no consideration and without further action by either party, based solely upon calculations of the public float requirement of the TSX Venture Exchange ("TSXV"), to be conducted by the auditors of the resulting issuer on completion of each financing by the resulting issuer subsequent to the closing of the QT and otherwise on at least a quarterly basis, until the earlier of (i) such time as all Special Warrants issued on closing of the QT have been exchanged for TBC Shares and (ii) 5 years from the date of issuance of the Special Warrants or such other date as the TSXV may determine. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, execution of definitive agreements, receipt of all applicable consents to and approvals of the Proposed Transaction including approval of the TSXV, approval of the respective boards of the directors of TBC and Sunora and any applicable shareholder approvals necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. The Proposed Transaction is expected to constitute TBC's Qualifying Transaction as defined in Policy 2.4 of the TSXV Corporate Finance Manual and is subject to compliance with all necessary regulatory approvals and certain other terms and conditions. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV. Investors are cautioned that, except as disclosed in the management information circular or filing statement of TBC to be prepared in connection with the Proposed 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 securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com. This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of the Corporation or Sunora. FOR FURTHER INFORMATION PLEASE CONTACT: Thoroughbred Capital Inc. Michael Inskip Chief Executive Officer (613) 797-2842 (613) 238-8775 (FAX) Michael.Inskip@thoroughbredcapital.ca
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