Spin-off of three wholly owned subsidiaries:
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Haltain Developments Corp. (30,235,667 shares as of record date) Subsidiaries (1 share for every 20 Haltain shares held) |
Transfer from Haltain:
Cash |
Assignment: LOIs |
Total reduction of adjusted cost base of Haltain Shares |
Total fair value of transferred assets out to subsidiaries and to shareholders indirectly as result of Distributed Shares |
Adjusted cost base of Distributed Shares |
Deemed dividend on redemption of Preferred Shares | |
|
Haltain (30,235,667 shares as of record date) |
$4,000 + additional $120,000 |
$4 |
$4,004 / 30,235,667 = $0.0001324 per share |
$124,004 / 30,235,667 |
$120,000 / 30,235,667 | ||
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BC1011704 (1,511,783 Distributed Shares) |
$1,000 + additional cash of $30,000 |
$1.00 |
$31,001.00 |
$31,001 / 1,511,783 |
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BC1011705 (1,511,783 Distributed Shares) |
$1,000 + additional cash of $30,000 |
$1.00 |
$31,001.00 |
$31,001 / 1,511,783 = $0.020506 per share |
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BC1011707 (1,511,783 Distributed Shares) |
$1,000 + additional cash of $30,000 |
$1.00 |
$31,001.00 |
$31,001 / 1,511,783 = $0.020506 per share |
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BC1011709 (1,511,783 Distributed Shares) |
$1,000 + additional cash of $30,000 |
$1.00 |
$31,001.00 |
$31,001 / 1,511,783 = $0.020506 per share |
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Aggregate Fair Market Value of assets transferred and adjusted cost base of all Distributed Shares |
$124,004 | ||||||
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Aggregate Paid-up Capital, adjusted cost base and redemption price of Haltain Preferred Shares |
$4,004 | ||||||
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Reduction to adjusted cost base of Haltain shares |
$4,004 / 30,235,667 = $0.0001324 per share | ||||||
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Deemed dividend declared and paid to Haltain shareholders as of record distribution date |
$120,000 | ||||||
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Deemed dividend paid to Haltain shareholders as of record distribution date per share |
$120,000 / 30,235,667 = 0.00396882 per share | ||||||
Pursuant to the Arrangement, shareholders of Haltain will receive one BC1011704 Share, one BC1011705 Share, one BC1011707 Share and one BC1011709 Share for every 20 Haltain Shares they hold as of record date of November 21, 2014.
The redemption price of the Haltain Class A Preferred Shares per share is equal to $4,004/30,235,667 shares and the paid up capital of these Haltain Class A Preferred Shares per share is equal to $4,004/30,235,667 shares. Therefore, every 20 shares of the Haltain Preferred Shares redeemed will result a distribution of 1 BC1011704 Share, 1 BC1011705 Share, 1 BC1011707 Share and 1 BC1011709 Share to each shareholder. Thus, the adjusted cost base for the Distributed Shares for each of the subsidiaries will equal to the total fair value of assets transferred in divided by the total number of Distributed Shares (ie: $31,001/1,511,783 shares or $0.020506 per share). As a result, shareholders receiving the BC1011704 Shares, BC1011705 Shares, BC1011707 Shares and BC1011709 Shares will receive a deemed dividend on redemption of the Haltain Class A Preferred Shares. Each Haltain shareholder as of the record distribution date will receive a T5 from Haltain or from their brokerage houses indicating the amount of deemed dividend received. However, shareholders should seek their own professional advice in order to determine the amount of taxable income to be included in their income tax returns. For further information regarding the defined terms and details of the Plan of Arrangement, readers should refer to the Management Information Circular dated August 29, 2014 prepared by the Company and filed with SEDAR on September 23, 2014.
For further information, please contact:
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Richard Shatto President & Director - Phone: 604-807-6334 |
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Certain information in this release, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with regulatory approvals and timelines. Although Haltain and its subsidiaries believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. For more information on the Company and the risks and challenges of their businesses, investors should review the Company's Circular and annual filings that are available at www.sedar.com.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
We seek safe harbor.
SOURCE: Haltain Developments Corp