Ameriplas Shareholders Approve Sale of Subsidiary, Consolidation, Name Change and New Stock Option Plan and Execution of Definit
June 28 2010 - 7:50AM
Marketwired
Ameriplas Holdings Ltd. ("Ameriplas" or the "Company") (TSX
VENTURE: AHL) is pleased to announce the results of its annual
general and special meeting of shareholders (the "Meeting"), which
was held on June 21, 2010 in Montreal, Quebec.
At the Meeting, the shareholders of the Company approved all of
the resolutions put before them including approving: (i) by special
resolution and by a resolution of disinterested shareholders, the
previously announced sale by Ameriplas of its wholly-owned
subsidiary, Ameriplas International Inc. ("International"), to
Andre Lussier, Clement Lussier and Francois Fournier (the
"Directors"), each of whom are directors of the Company, (ii) by
special resolution, the consolidation of the common shares of the
Company on the basis of up to 20 old common shares of the Company
for one new common share of the Company, (iii) by special
resolution, the change of the name of the Company from Ameriplas
Holdings Ltd. to Downtown Industries Ltd., and (iv) by ordinary
resolution, the adoption of a new 10% rolling stock option plan
(the "Plan"), the election of all of the incumbent directors of the
Company, including Kenneth Morgan, and the appointment of the
Company's auditor, Tremblay, Rosso, SPRCP, Inc., Chartered
Accountants. The Plan remains subject to TSX Venture Exchange (the
"Exchange") approval.
Following the Meeting, the Company entered into definitive share
purchase agreements pursuant to which Kenneth Morgan will acquire
(the "Acquisition") an aggregate of 14,878,653 common shares of the
Company in consideration of the sum of $1.00 payable to the
Directors, and pursuant to which the Company will sell (the
"Disposition", together with the Acquisition, the "Transaction") to
the Directors all of the outstanding shares of International. In
consideration for the purchase of International's shares, the
Directors will pay to the Company the sum of $1.00 and take
assignment of and assume the obligation to pay, all current and
long term liabilities of the Company in the amount of approximately
$1,879,798.
The Company advises that it expects the Transaction to close on
or about July 10, 2010, at which time it is expected that the
Company's common shares will be transferred to the NEX board of the
Exchange due to the Company no longer satisfying the Tier 2
maintenance requirements for an Exchange Tier 2 issuer.
Further particulars regarding the transaction are disclosed in
the Company's news releases dated April 12, 2010, May 12, 2010 and
May 21, 2010.
ON BEHALF OF THE BOARD
Ken Morgan, Chief Executive Officer
Neither 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.
Contacts: Ameriplas Holdings Ltd. Ken Morgan Chief Executive
Officer 604-692-0073
Ameriplas Holdings Ltd (TSXV:AHL)
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