CALGARY, ALBERTA / ACCESSWIRE / JULY 17, 2014 / Maple Leaf Resource Corp. (“Maple Leaf”) (TSX-V: MPL.P) is pleased to announce the completion of the previously announced private placements (the "Offerings") of subscription receipts (the "Cogency Subscription Receipts") of 1532497 Ontario Inc. (formerly Cogency Semiconductor Inc. ("Cogency"). Cogency completed (i) a non-brokered private placement of 7,153,372 subscription receipts, at a purchase price of $0.36 per Cogency Subscription Receipt, for aggregate gross proceeds of $2,575,215; and (ii) a brokered private placement of 1,388,890 Cogency Subscription Receipts, at a purchase price of $0.36 per Cogency Subscription Receipt, for aggregate gross proceeds of $500,000.
Each Subscription Receipt will be automatically exchangeable without payment of any additional consideration for one unit of Cogency (each a “Cogency Unit” and collectively the “Cogency Units”), subject to the receipt of all necessary regulatory approvals and the satisfaction of certain conditions precedent to the consummation of the proposed business combination between Cogency and Maple Leaf (the “Proposed Transaction”). In the event that the escrow conditions have not been satisfied on or before 11:59 p.m. (Calgary time) on October 31, 2014, the Cogency Subscription Receipts will automatically be repurchased by Cogency at their purchase price, plus accrued interest earned thereon, if any.
Each Cogency Unit will be comprised of one common share of Cogency (each a “Cogency Share” and collectively the “Cogency Shares”) and one Cogency Share purchase warrant (each a “Cogency Warrant” and collectively the “Cogency Warrants”). Each Cogency Warrant will entitle the holder to purchase one additional Cogency Share (each a “Cogency Warrant Share” and collectively the “Cogency Warrant Shares”) at an exercise price of $0.43 per Cogency Warrant Share at any time prior to the day that is twenty-four (24) months from the closing date of the Proposed Transaction.
Proceeds will be used to fund the acquisition oil and gas royalties and non-operated working interest production and for general corporate purposes;
The successful completion of the Subscription Receipt offerings satisfies one of the key conditions of the proposed business combination between Cogency and Maple Leaf. Following the transaction Maple Leaf will be classified as an investment issuer and will carry on the business of acquiring high quality, long life oil and gas royalty and non-operated working interest assets in order to deliver yield and capital appreciation to shareholders.
The New Management Team and Board of Directors will include Dan Gundersen, Chief Executive Officer; Adam Thomas, President; John Dickson, Interim Chief Financial Officer and Corporate Secretary; Lowell Jackson, Chairman of the Board; Hugh Cartwright, Managing Director; Shane Doyle, Managing Director; Martin Cheyne, Director; and John Zahary, Director.
Finder’s Fees and Agents
Cogency did not pay any finder’s fees in connection with the non-brokered private placement.
Cogency has engaged Canaccord Genuity Corp., which is a non-arm’s length party, to act as agent (the “Agent”) for the brokered private placement, and the Agent will be paid a cash commission of 6% of the gross proceeds from the brokered private placement.
It is currently anticipated that trading in the Maple Leaf shares on the TSX Venture Exchange (the “Exchange”) will remain halted until further documentation required by the Exchange pursuant to Policy 2.4 of the Exchange is submitted to the Exchange.
Pursuant to Policy 2.4 of the Exchange, it is expected that Maple Leaf will file on SEDAR a Filing Statement in respect of the Proposed Transaction.
For further information, please contact Shane Doyle, President and Chief Executive Officer of Maple Leaf, by telephone at (604) 630-7019.
Completion of the Proposed Transaction is subject to a number of conditions including but not limited to: (i) the satisfactory completion of due diligence of each of Cogency and Maple Leaf on one another; (ii) the successful negotiation and execution of a definitive agreement for the Proposed Transaction; (iii) the receipt of regulatory approvals for the Proposed Transaction, including but not limited to the approval of the Exchange and, if applicable pursuant to the requirements of the Exchange, shareholder approval; and (iv) Cogency raising adequate equity financing pursuant to the Cogency private placements. There can be no assurance that these conditions precedent, or any other conditions precedent, will be satisfied. Further, there can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Information contained herein regarding Cogency is based on information provided to Maple Leaf by Cogency and Maple Leaf assumes no responsibility for such information. While Maple Leaf has no reason to believe that such information is inaccurate or that such information is misleading, it has not yet completed its due diligence review of Cogency.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.
Neither the 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.
This news release contains forward-looking statements and information (“forward-looking statements”) within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements within the meaning of applicable securities laws relating to the proposal to complete the Proposed Transaction and the Cogency private placements, including statements regarding the terms and conditions of such transactions. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction or the Cogency private placements, that the ultimate terms of the Proposed Transaction or the Cogency private placements will differ from those that currently are contemplated, and that the Proposed Transaction or the Cogency private placements will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities and shareholders or failure to raise sufficient funds). The statements in this press release are made as of the date of this release. Neither Maple Leaf nor Cogency undertakes any obligation to update the forward-looking statements expressed herein, except as otherwise required by applicable securities law.
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