In accordance with the policies of the TSX Venture Exchange (the "Exchange"), the Company may pay finder's fees of up to 7% of subscription amounts placed, payable in cash, plus issue finder's warrants in an amount up to 7% of Units sold, with each finder's warrant exercisable into one Common Share at a price of $0.20 per share for a period of twelve months following closing of the Financing. In addition, insiders of the Company may subscribe under the Financing in accordance with Exchange policies.
The Company currently proposes to complete the Qualifying Transaction and the Financing on or about May 24, 2013. Closing and final acceptance of the Qualifying Transaction and the Financing are subject to the satisfaction of certain conditions, including, without limitation, the approval of the Exchange and any other applicable regulatory bodies, the completion of legal and technical due diligence satisfactory to the Company, the receipt of a satisfactory Technical Report and the receipt of all requisite director and shareholder approvals by each of OPP, Manson and Panarc. The Agreement also includes termination fees payable under certain circumstances, non-solicitation provisions and other provisions customary for transactions of this nature.
To date, OPP has been a Capital Pool Company (as defined in Exchange Policy 2.4) and its sole business has been identifying and evaluating potential Qualifying Transactions. Upon completion of the Qualifying Transaction, and subject to Exchange approval, the Company will be designated as a Tier 2 mining issuer on the Exchange and will be engaged in the exploration and development of prospective mineral properties, including at Uptown.
The summaries of the Technical Report and the terms and conditions of the Agreement contained in this news release are qualified in their entirety by the full text of the Technical Report and the Agreement, copies of which have been filed on the SEDAR website at www.sedar.com in accordance with applicable securities laws.
Robin Wyllie, B.Sc. (Honours), P. Geol., is the qualified person that has reviewed and approved this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective Qualifying Transaction of the Company, including, without limitation, the Financing and the future development of the Property. The information about the Property contained in the press release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the prospective Qualifying Transaction may change based on the Company's due diligence on Manson, Panarc and the Property, the success of the Financing, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the Qualifying Transaction in the required timeframes. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the transaction cannot close until the required approvals are obtained. There can be no assurance that OPP's Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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 press release.
Petro-Occidente Capital Corp.
(403) 266-2606 (FAX)
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