VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/16/13 -- Cairo Resources Inc. (TSX VENTURE: QAI.P) ("Cairo" or the "Company") announces the following:
Termination of Letter of Intent with Newcastle Minerals Ltd.
Further to a news release of October 22, 2012 and by mutual agreement the Company and Newcastle Minerals Ltd. have terminated their Letter of Intent dated October 17, 2012 with immediate effect and without any future liability.
Acquisition of the Shares of Socialitize Limited
The Company has entered into a Share Exchange Agreement (the "Agreement") dated January 14, 2013 with Socialitize Limited ("Socialitize"), a company incorporated under the laws of Gibraltar, and the shareholders of Socialitize (the "Shareholders") whereby the Company will acquire all of the shares of Socialitize. Socialitize is the owner of the 2BET2 sports betting and social gambling business, primarily operated through Facebook, iPhone, Android and other mobile devices.
Pursuant to the terms of the Agreement, the Shareholders have agreed to sell, and the Company has agreed to acquire, all the shares in the capital of Socialitize in exchange for 15,000,000 common shares in the capital of the Company (the "Acquisition"). The Company and Socialitize act at arm's length.
The Acquisition will be an Arm's Length Transaction (as such term is defined in the TSX Venture Exchange's policies). None of the insiders of Cairo are insiders of Socialitize or own, directly or indirectly, any of the issued securities of Socialitize. As a result, Cairo is not required under the Exchange's policies to seek shareholder approval of the Acquisition and should therefore be able to expedite the closing.
The parties' obligations to complete the Acquisition are subject to the satisfaction of the usual conditions precedent including:
a. the Company being satisfied with the results of its due diligence review of Socialitize and its business;b. completion by Cairo of a consolidation of its current outstanding securities on the basis of one new share in exchange for 1.2 existing shares. All references to shares being issued pursuant to the Acquisition and private placement are on a post-consolidated basis;c. raising at least C$2,000,000 by way of private placement;d. the cancellation of all 400,000 previously issued stock options;e. the receipt of satisfactory legal opinions concerning corporate matters and asset ownership of Socialitize;f. the receipt of all necessary approvals of the TSX Venture Exchange (the "Exchange") and all other regulatory authorities and third parties to the Acquisition; andg. no material adverse change having occurred in the business, affairs, financial condition assets or operations of the Company, Socialitize or its business prior to closing.
Trading in the Company's common shares on the Exchange will remain halted pending completion of the Acquisition and the related transactions.
All common shares of the Company held by Principals (as such term is defined in the Exchange's policies) on the completion of the Acquisition will be escrowed pursuant to the policies of the Exchange, which may include securities they acquire under the Financing (defined below).