TORONTO, ONTARIO -- (Marketwired) -- 07/03/13 -- Sagittarius Capital Corporation (NEX: SCX.H) ("Sagittarius" or the "Company"), a capital pool company, is pleased to announce that it has entered into a binding arm's-length letter of intent (the "Agreement") dated June 28, 2013 with AMR Mineral Metal Inc. ("AMR"), a non-reporting issuer, pursuant to which Sagittarius will, subject to a number of conditions, acquire all of the issued and outstanding securities of AMR. The transaction will constitute the Company's qualifying transaction (the "Qualifying Transaction" or "QT") under the policies of the TSX Venture Exchange (the "Exchange").
Under the terms of the Agreement, Sagittarius will incorporate a wholly owned subsidiary under the Business Corporations Act (British Columbia) ("SubCo"), which will amalgamate with AMR upon the closing of the Qualifying Transaction. As consideration for the amalgamation of AMR and SubCo, holders of common shares in the capital of AMR (the "AMR Shares") will receive one (1) common share in the capital of the Company (a "Company Share") for every one (1) AMR Share, valued at $2.25 per Company Share. In addition, the Company will issue replacement warrants, broker warrants and options for any warrants (the "AMR Warrants"), broker warrants (the "AMR Broker Warrants") and options (the "AMR Options") issued by AMR prior to the closing of the Qualifying Transaction, on the same 1:1 basis.
As a condition of the amalgamation, the shareholders of the Company will be asked to approve: (i) a consolidation (the "Share Consolidation") of the Company Shares on either one (1) old share for 0.02721029 new share basis or one (1) old share for 0.0320 new share basis, depending on certain factors to be determined by the Company and AMR; (ii) a change of the Company's name to "AMR Mineral Metal Inc."; and (iii) the adoption of an amended and restated stock option plan to be proposed by AMR, which complies with the rules and policies of the Exchange or the Toronto Stock Exchange (the "TSX"), as applicable. The proposed Share Consolidation will become effective prior to completion of the Qualifying Transaction. All share numbers and pricing herein assume completion of the Share Consolidation prior to closing of the Qualifying Transaction.
The Company and AMR have agreed to pay a finder's fee of $37,500 (the "Finder's Fee") to Foundation Opportunities Inc. ($12,500 on account of the Company and $25,000 on account of AMR) following completion of the Qualifying Transaction, subject to the approval of the Exchange.
Capital Structure of AMR
AMR presently has approximately 16 security holders holding an aggregate of 40,674,166 AMR Shares. The principal shareholder of AMR is AMR Mineral Metal Yatirim, a Turkish company controlled by Sedar Aral (Istanbul, Turkey), the Executive Chairman and CEO of AMR, and Guliz Komurcu (Istanbul, Turkey), Vice Chairman, General Coordinator and a director of AMR, which holds approximately 78.5% of the issued and outstanding AMR Shares.
Currently, AMR has 40,674,166 AMR Shares issued and outstanding (not including up to 22,222,222 AMR Shares issuable in connection with, and following completion of, the Pre-QT Financing (as hereinafter defined) and the securities that may be issued pursuant to the Interim Private Placement (as hereinafter defined). In addition, 460,000 AMR Shares are reserved for issuance for the exercise of 460,000 AMR Options at $2.00 per AMR Share, and 2,666,666 AMR Shares are reserved for issuance of 2,666,666 AMR Warrants at $2.50 per AMR Share. Furthermore, a number of AMR Broker Warrants will be issued to Jacob Securities Inc. in connection with the Pre-QT Financing and Interim Private Placement. The AMR Broker Warrants will entitle the holder to purchase securities of AMR.
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