Ameriplas to Sell Subsidiary; Appoints Kenneth Morgan to the Board
April 12 2010 - 3:30PM
Marketwired
Ameriplas Holdings Ltd. ("Amperiplas" or the "Company") (TSX
VENTURE: AHL) today announced that it has entered into an agreement
to sell its wholly-owned operating subsidiary, Ameriplas
International Inc. ("International"), to a management group that
includes certain directors of the Company. The management group has
also agreed, subject to completion of the sale of International, to
sell its shareholdings of the Company, representing approximately
59 percent of the outstanding shares of the Company, to Kenneth
Morgan. Mr. Morgan has been appointed the Company's Chief Executive
Officer and a director of the Company, effective immediately.
The disposition of International will generate no proceeds to
the Company, however the management group has agreed to cause
International to forgive a $125,000 debt currently due from the
Company to International, and to assume all but $144,000 in other
liabilities and guarantees. The relationship of the management
group to the Company, including that the management group are
directors and significant shareholders of the Company, means that
the disposition is a related party transaction under the policies
of the TSX Venture Exchange and pursuant to applicable securities
legislation. Accordingly, a valuation of International and
shareholder approval of the disposition on a majority of the
minority shareholder approval basis will be required as a condition
to complete of the transaction. The transaction is also subject to
approval of the TSX Venture Exchange and other closing conditions
typical of transactions of this nature. The date of the
shareholders meeting will be announced at a future date.
Management of the Company believes that the disposition of
International will improve the Company's balance sheet and future
prospects and is in the best interests of the Company. The
transaction has been reviewed and approved by the Company's
independent directors.
Mr. Morgan is currently the Chief Executive Officer of Strategem
Capital Corporation, a publicly-listed merchant bank, where he is
responsible for identifying, acquiring and managing interests in a
portfolio of companies in the precious and base metal industry. Mr.
Morgan was also the lead director during the reactivation of
Petaquilla Minerals Ltd., and was instrumental in recruiting board
members and management, acquiring gold assets from its joint
venture partners, and negotiating extended mineral tenure with the
Panamanian government. The company's subsidiary, Petaquilla Copper,
was acquired for $378 million by Inmet Mining in September 2008.
Mr. Morgan has served as director or senior officer of public
companies for 15 years. He is a Chartered Accountant (CA),
Certified Public Accountant (CPA), and a Chartered Director
(C.Dir.).
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
Contacts: Ameriplas Holdings Ltd. Ken Morgan 604-692-0073
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