Vesta Capital Corp. Announces Completion of Qualifying Transaction and $9 Million Financing
May 03 2010 - 4:57PM
Marketwired
Vesta Capital Corp. ("Vesta") (TSX VENTURE: VES.P), a capital pool
company, is pleased to announce that, further to its press release
dated April 1, 2010, subject to final approval of the TSX Venture
Exchange (the "Exchange"), it completed its previously announced
acquisition of United Hydrocarbon Corporation ("UHC") and its 65%
membership interest in Excelaron LLC ("Excelaron") on April 23,
2010. The transaction was completed by way of an amalgamation (the
"Amalgamation") of UHC with 2240853 Ontario Inc., a wholly-owned
subsidiary of Vesta ("Amalco"). The Amalgamation constitutes
Vesta's qualifying transaction (the "Qualifying Transaction")
pursuant to the policies of the Exchange.
Immediately prior to the closing of the Qualifying Transaction,
UHC completed a brokered private placement (the "Private
Placement") led by Fraser Mackenzie Limited and including Hampton
Securities Limited and Salman Partners Inc. (collectively, the
"Agents"). The Private Placement consisted of 45,000,000 units of
UHC (the "Units") at a purchase price of $0.20 per Unit for
aggregate subscription proceeds of $9,000,000. Each Unit consisted
of one Class A common share of UHC and one half warrant (each a
"UHC Warrant"), each such warrant entitled the holder thereof to
purchase one Class A common share of UHC for a price of $0.40. Each
UHC Warrant was to expire 24 months after the date of the closing
of the Private Placement (the "Expiry Date"). In consideration of
the services rendered by the Agents in connection with Private
Placement, UHC paid the Agents a cash fee equal to 8.0% of the
gross proceeds of the Private Placement and issued the Agents
options equal to 8.0% of the Class A common shares of UHC, which
options were exercisable into one Class A common share of UHC upon
the payment of $0.20 per share until the Expiry Date.
On completion of the Amalgamation, among other things: (i)
Amalco became a wholly-owned subsidiary of Vesta; (ii) all of the
outstanding Class A common shares of UHC were cancelled and
exchanged for common shares of Vesta ("Vesta Shares") on a 1:1.33
basis; (iii) all of the outstanding UHC Warrants were cancelled and
exchanged for replacement warrants of Vesta on a 1:1.33 basis, each
such replacement warrant entitling the holder thereof to purchase
one Vesta Share for a price of $0.40, such right expiring on the
Expiry Date and subject to an accelerated expiry date (such date to
be 30 days from the deemed receipt of written notice from Vesta to
each holder thereof) at the option of Vesta if the closing trading
price of the Vesta Shares is greater than $0.80 for 20 consecutive
trading days; (iv) all of the compensation warrants issued to the
agents in connection with the Private Placement were exchanged for
replacement warrants issued by Vesta entitling the holder thereof
to purchase one Vesta Share for a price of $0.20; (v) all of the
outstanding UHC Common Shares were cancelled and exchanged for
Vesta Shares on a basis of an exchange ratio of 1:1.7754; and (vi)
Vesta has issued in the aggregate of 113,999,722 Vesta Shares to
existing shareholders of UHC and purchasers under the Private
Placement for a total of 120,302,722 issued and outstanding Vesta
Shares.
In addition to the terms of the escrow agreement dated July 16,
2008 involving Vesta and certain of its shareholders, a copy of
which is available on SEDAR, pursuant to the terms of an escrow
agreement dated April 23, 2010 among Vesta, Olympia Trust Company
and certain securityholders, an aggregate of 51,147,222 Vesta
Shares have been placed in escrow whereby 10% of such shares will
be released immediately upon the issuance of the Exchange bulletin
evidencing final acceptance of the Qualifying Transaction and the
balance of such shares will be released in equal tranches of 15%
every six months thereafter.
The board of directors of Vesta now consists of Brad Griffiths,
Harold Wolkin, Dr. Arthur Halleran and Daniel Bloch. Dr. Arthur
Halleran has been appointed as Chief Executive Officer and
Corporate Secretary of Vesta and Brad Griffiths has been appointed
as Chief Financial Officer of Vesta.
Brad Griffiths indirectly has ownership and control over
19,439,101 Vesta Shares which represents 16.16% of the issued and
outstanding Vesta Shares. The Vesta Shares were acquired for
investment purposes and Brad Griffiths may, depending on market and
other conditions, increase or decrease his beneficial ownership of
Vesta Shares whether in the open market, by privately negotiated
agreement, or otherwise. Brad Griffith's offices are located at 47
Colborne Street, Suite 201, Toronto, ON M5E 1P8.
A filing statement dated March 30, 2010 was prepared in
accordance with the requirements of the Exchange in connection with
the Qualifying Transaction. It was filed with the Exchange and
applicable Canadian securities regulators on SEDAR and is available
at www.sedar.com.
Investors are cautioned that, except as disclosed in the filing
statement prepared in connection with the Qualifying Transaction
and filed on SEDAR, any information released or received with
respect to the Qualifying Transaction may not be accurate or
complete and should not be relied upon.
Completion of the Qualifying Transaction is subject to a number
of conditions, including but not limited to, TSXV acceptance.
Certain information in this press release may constitute
forward-looking information. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. The Corporation assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to the Corporation. Additional information identifying
risks and uncertainties is contained in the Corporation's filings
with the Canadian securities regulators, which filings are
available at www.sedar.com.
Contacts: Vesta Capital Corp. Dr. Arthur Halleran (403) 667-4941
art@unitedhunter.ca
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