TORONTO, ONTARIO -- (Marketwire) -- 02/28/13 -- NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES
OutdoorPartner Media Corporation (TSX VENTURE: OPX.H) ("OPX") announced today that it has entered into a letter of intent dated February 25, 2013 to complete a business combination (the "Transaction") with Bay Minerals Ltd. ("Bay Minerals") and Halston Exploration Inc. ("Halston"), a wholly-owned subsidiary of AXG Mining Ltd. ("AXG"), a public company listed on the Australian Stock Exchange.
AGX, through Halston, holds an exclusive option to acquire up to a 75% interest in the Condoroma property located in the "Cordillera Huaylla Apacheta" of Southern Peru (the "Condoroma Property"). Bay Minerals is a newly incorporated company based in Toronto, Ontario. Prior to completion of the Transaction, Bay Minerals will acquire all of the outstanding securities of Halston (the "Halston Acquisition"). Upon completion of the Transaction, Bay Minerals and Halston (or an entity resulting from the amalgamation of Bay Minerals and Halston) will be wholly-owned by OPX, and this combined entity (the "Resulting Issuer") will carry on the business of Halston, which is the exploration and development of Condoroma Property.
In accordance with an undertaking provided by OPX to the Ontario Securities Commission, as a condition precedent to completing the Transaction, OPX will file a preliminary long form prospectus and final long form prospectus (the "Prospectus"), which Prospectus will contain disclosure relating to the Condoroma Property, OPX, Bay Minerals, Halston, the Resulting Issuer and the Transaction, generally.
Prior to, or in conjunction with, the completion of the Transaction, it is anticipated that Bay Minerals will complete a brokered private placement of subscription receipts ("Subscription Receipts") at a price of $0.10 per Subscription Receipt for gross proceeds of up to $1,500,000 (the "Private Placement"). Bay Minerals will issue an additional 15,000,000 Subscription Receipts (with a deemed value of $0.10 per Subscription Receipt) to AXG in connection with the Halston Acquisition.
Immediately prior to the closing of the Transaction, following the satisfaction of the escrow release conditions to be set forth in the subscription receipt indenture governing the Subscription Receipts (the "Escrow Release Conditions"), the Subscription Receipts will be exchanged for units of Bay Minerals ("Bay Units"). Each Bay Unit will be comprised of one common share of Bay Minerals and one-half of one Bay Minerals common share purchase warrant (each whole warrant, a "Bay Warrant"). Each Bay Warrant will entitle the holder thereof to acquire one common share of Bay Minerals at a price of $0.10 for a period of two years following the closing of the Private Placement. In connection with the closing of the Transaction, all such Bay Minerals common shares will ultimately be exchanged for post-Consolidation (as defined below) common shares of the Resulting Issuer ("Resulting Issuer Shares") on a one for one basis and all such Bay Warrants will ultimately be exchanged for warrants of the Resulting Issuer on the same terms as the Bay Warrants.
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