The closing of the Qualifying Transaction with AMR is subject to a number of conditions, including, but not limited to the following: (i) completion or waiver of sponsorship; (ii) receipt of all director and shareholder approvals on or before August 31, 2013; (iii) receipt of all required regulatory approvals of the Qualifying Transaction and the Share Consolidation, including the approval of the Exchange, on or before August 31, 2013; (iv) the negotiation, execution and delivery of the amalgamation agreement prior to August 31, 2013; (v) there being no liabilities of the Company other than the Finder's Fee; and (vi) satisfaction of the Minimum Listing Requirements of the Exchange and all requirements under the Exchange rules relating to completion of a "Qualifying Transaction".
The proposed Qualifying Transaction does not constitute a Non-Arm's-Length Qualifying Transaction and will not be subject to shareholder approval.
A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than seven business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.
Proposed Management and Directors of the Resulting Issuer
Effective as of completion of the Qualifying Transaction each of the current directors and officers of the Company will resign and be replaced by the current directors and officers of AMR. The following are brief descriptions of AMR's management team and its proposed nominees that will, collectively, assume management responsibility for the Company upon completion of the Qualifying Transaction:
I. Serdar Aral - Executive Chairman, CEO and Director
Serdar Aral graduated from University of Birmingham and has a MSc. from Aston University. Mr. Aral is a former managing director of Borusan Foreign Trade. He has 27 years of experience in the fields of Ferro Alloys and steel products. Mr. Aral is also the chairman of Ferco Group of companies.
Carmelo Marrelli - CFO
Mr. Marrelli holds a Bachelor of Commerce degree from the University of Toronto and is qualified as a Chartered Accountant and as a Certified General Accountant in Canada. In addition to acting as AMR's Chief Financial Officer, Mr. Marrelli has been a principal of Marrelli Support Services Inc., a firm providing administration services to Canadian public companies, since February, 2009, and prior to February, 2009, a partner with Marrelli & Drake Corporate Services (formerly Duguay & Ringler Corporate Services) (a firm providing administration services to Canadian public companies). Mr. Marrelli also serves as the Chief Financial Officer of several publicly listed junior mining companies and as a director of Odyssey Resources Limited, which is listed on the Exchange.
Guliz Komurcu - Vice Chairman, General Coordinator and Director
Guliz Komurcu graduated from University of Oxford Brooks, Department of Business Administration in 2000. Between 2000 and 2005, she worked at her family-owned companies in Mining & Production of Natural Stones as Product and Export Coordinator. Ms. Komurcu has been involved in AKSU DIAMAS PROJECT since 2005, and is currently Vice Chairman and General Coordinator of AMR.
Jack Lifton - Director
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