Exercise of Option
Immediately following the satisfaction of all applicable conditions precedent to the completion of the Transactions, G&B and ZRH will provide the Waiver, and the Option will be exercised immediately thereafter. Notwithstanding the assignment by EPC to JVCo of all of its rights and interests in and to the Option Agreement, EPC remains obligated, pursuant to the terms of the Definitive Agreements, to issue common shares of EPC in accordance with the Option Agreement in connection with the exercise of the Option.
As previously announced, the parties to the Definitive Agreements will endeavour to satisfy all applicable conditions precedent to the completion of the Transactions by no later than June 30, 2013. There can be no assurance that the Transactions will be consummated.
As each of G&B and ZRH are considered related parties to EPC the Board of EPC formed special committees to consider the Transactions, other than the Danakil Joint Venture (which was negotiated at arm's length). The Special Committee formed to consider the Mali Share Purchase is comprised of Michael Galloro and Anthony Vella.
EPC Shareholder Meeting
The Company will be calling a special meeting of its shareholders (the "Shareholder Meeting") to consider and approve, among other things, (i) Danakil Corp. acquiring a 70% interest in the Danakil Property from EPC pursuant to the Danakil Joint Venture, (ii) the Debt Restructuring, (iii) the Mali Share Purchase and (iv) the Name Change (collectively, the "Shareholder Approvals"). The Shareholder Meeting is expected to be held in June 2013.
Filing of Definitive Agreements
The Definitive Agreements will be filed and made available under EPC's SEDAR profile at www.sedar.com.
About Ethiopian Potash Corp.
Ethiopian Potash Corp. (TSX VENTURE: FED) is a Canadian company based in Toronto, Ontario and Addis Ababa, Ethiopia.
On behalf of the Board of Directors
George Roach, CEO & Director
This press release may contain forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. All statements that address future activities, events or developments that the Company believes, expects or anticipates will or may occur (including, but not limited to, the potential for and timing of the early exercise of the Option, the Mali Share Purchase, the Danakil Joint Venture and the Debt Restructuring, as well as the expected terms and conditions of each such transaction) are forward-looking information. Forward-looking information is based upon assumptions by management that are subject to known and unknown risks and uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information. Factors that may cause actual results to vary materially include, but are not limited to, the failure to satisfy all conditions precedent within the requisite time, including (without limitation) obtaining the requisite third-party consents, TSXV approval of the Transactions and the Shareholder Approvals, and changes in general economic conditions or conditions in the financial markets. Such forward-looking information is based on a number of assumptions, including but not limited to, the ability of the parties to satisfy all applicable conditions precedent to the completion of the Transactions, there are no material changes to the terms of any proposed transaction, and no significant decline in existing general business and economic conditions. There can be no assurance that the Option will be exercised, or that the Danakil Joint Venture, the Debt Restructuring and/or the Mali Share Purchase will be completed as currently proposed or at all. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligations to update publicly or otherwise revise any forward-looking information, except as may be required by law. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to the Company's filings with the Canadian securities regulators available on www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Ethiopian Potash Corp.
Chief Executive Officer and Director
+44 779 626 3999
Ethiopian Potash Corp.
Chief Financial Officer
416 907 5644
Most Popular Stories
- 2014 Will Be 'Breakthrough Year' for U.S., Obama Says
- Prius Among Insurance Institute's 39 Top Safety Vehicles
- Target Overwhelmed by Worried Customers
- Congress Ends Turbulent Year with Approving IRS Chief
- First Family Arrives for Hawaiian Island Holiday
- Renewable Energy Group to Acquire Syntroleum
- Ally Financial Settles Auto Loan Suit
- Covered California Lags on Hispanic Enrollment
- Climate Change Isn't an Equal Opportunity Destroyer
- Luis Suarez Re-ups With Liverpool F.C.