PROPOSED AMALGAMATION WITH ECO ENDEAVORS.
On June 22, 2013, Nava also entered into an Amalgamation Agreement (the "Amalgamation Agreement") with Ourco Capital Ltd., a wholly-owned subsidiary of Nava ("Acquisition Co."), Eco Endeavors and several direct and indirect wholly-owned subsidiaries of Eco Endeavors, whereby, at the effective time, Eco Endeavors and Acquisition Co. have agreed to amalgamate pursuant to the provisions of the British Columbia Business Corporations Act. At the effective time of the amalgamation, all of the common shares in the capital of Eco Endeavors will automatically be cancelled and Nava has agreed to issue 60,000,000 units to the current shareholders of Eco Endeavors on a pro-rata basis at a deemed price of $0.05 per unit. Each unit will consist of one common share in the capital of Nava and one share purchase warrant, each share purchase warrant entitling the holder to acquire one additional common share in the capital of Nava at the exercise price of $0.05 for a period of five years from the effective date of the amalgamation. See further terms and conditions below.
Eco Endeavors' indirect ownership of the biogas plant is currently subject to a 3% royalty payable to a third party which is calculated on all revenues generated by Eco Endeavors on a consolidated basis (the "3% Royalty") and an additional royalty payable to a third party which is calculated as 10% of all profits of the biogas plant. The closing of the Amalgamation Agreement is subject to Eco Endeavors terminating the 3% Royalty and granting two new royalties to a third party consisting of a 3% royalty calculated on all revenues of the existing biogas plant and an additional 1.5% royalty calculated on all revenues from future assets acquired by Eco Endeavors' Hungarian subsidiary. Closing of the Amalgamation Agreement is also subject to various conditions precedent customary for an amalgamation transaction of this nature, including completion of legal, financial and technical due diligence and Nava's Board approval. In addition, the closing is subject to Nava receiving legal opinions from Hungarian counsel confirming various matters relating to the laws of Hungary, including corporate and title opinions and preparation of US GAAP consolidated financial statements for Eco Endeavors.
About Eco Endeavors
Eco Endeavors is a British Columbian corporation which:
-- owns and operates a biogas plant located in close proximity to Budapest, Hungary. The biogas plant has the capacity to generate 1.14 megawatts of renewable electricity, which is sold to the regional utility under the terms of a feed-in tariff contract; and-- has the capability of expanding into heat and fertilizer sales, which are by-products from the biogas plant that currently report to waste.
The Agreements provide that closing is subject to completion of a private placement financing of up to US$2,500,000, consisting of units priced at $0.05 per unit, with each unit comprises a share in the common stock of Nava and a share purchase warrant, exercisable at $0.05 for five years.
Upon closing of the Amalgamation Agreement Mr. Robert Abenante will be joining the Board of Directors of Nava and be appointed VP Operations for Nava. Mr. Abenante is the Chief Executive Officer, President and Chairman of Eco Endeavors. Mr. Abenante is a Chartered Accountant who brings corporate, financial, and accounting experience to Nava. He has worked with PricewaterhouseCoopers and Deloitte in various advisory and assurance roles and has since served as a director and held various senior executive positions in several renewable energy corporations prior to founding Eco Endeavors. In addition to his CA designation, Mr. Abenante holds a Master's degree and regularly lectures at Simon Fraser University in Canada.
Don Blackadar has resigned from the Board of Directors of Nava in order to pursue other opportunities. Nava wishes to thank Mr. Blackadar for his services.
Proposed Name Change to Blox Inc.
Nava is in the process of changing its name to Blox Inc. which reflects Nava's change of direction into mining and mining services.
The securities referenced in this news release have not and will not be registered under the US Securities Act of 1933 and may not be offered or sold except pursuant to an effective registration statement under such Act or pursuant to an available exemption from the registration requirement. The offering and sale of the securities referenced in this news release will be made only in limited jurisdictions where such offer and sale can lawfully be made. This news release does not constitute an offer for sale of any of the securities referenced herein.
Statements contained herein that are not historical facts may be forward-looking statements within the meaning of the Securities Act of 1933, as amended. Forward-looking statements include statements regarding the intent, belief or current expectations of the Company and its management. Such statements are estimates only, as the Company has not completed the preparation of its financial statements for those periods, nor has its auditor completed the audit of those results. Actual revenue may differ materially from those anticipated in this press release. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to The Company's ability to obtain additional financing. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in the Company's expectations with regard to these forward-looking statements or the occurrence of unanticipated events. Factors that may impact the Company's success are more fully disclosed in the Company's most recent public filings with the U.S. Securities and Exchange Commission.
Nava Resources Inc.