Rodocanachi Capital Inc. Announces Termination of Agreement in Principle Contemplating Proposed Qualifying Transaction With Gold
June 28 2010 - 2:13PM
Marketwired
Rodocanachi Capital Inc. (the "Company")(TSX VENTURE: ROD.P)
announces the termination of the agreement in principle dated
October 31, 2009 (the "Agreement") with Golden Moor Inc. (the
"Target"), previously announced in the Company's November 3, 2010
press release. Pursuant to the Agreement, the Company was to
acquire all of the Target's issued and outstanding shares which,
together with the therein proposed concurrent private placement of
a minimum of $500,000 and a maximum of $1,000,000 (the "Private
Placement"), was to constitute the Company's qualifying transaction
(the "Qualifying Transaction") under Policy 2.4 of the TSX Venture
Exchange (the "Exchange").
The Company's Board of Directors explains that several condition
precedent to the completion of the transaction contemplated under
the Agreement have not been met, as detailed below.
First, further to review, the Company is not satisfied with the
results of its due diligence conducted with regard to the Target.
In addition, the Target, to this day, has not presented the Company
with sufficient information allowing it to assess whether the
resulting issuer of the Qualifying Transaction would satisfy the
Exchange's minimum listing requirements for a tier 2 issuer under
its Policy 2.1.
Furthermore, a formal third party assessment of the Target's
fair market value was required no later than November 30, 2010, the
whole in accordance with Exchange Policies. No satisfactory fair
market value assessment could be obtained in due time. To
circumvent this requirement, and for the benefit of the Target, the
Company engaged ICKL Capital Inc., a company controlled by Yannick
Lessard (the "Finder"), pursuant to a finder's fee agreement dated
December 10, 2009, to raise a minimum of $1,900,000 and a maximum
of $2,500,000 in connection with the Qualifying Transaction,
thereby increasing the amount of the Private Placement and
compensating for the absence of a satisfactory fair market value
assessment, the whole in order to comply with applicable Exchange
Policies. The representations made by the Finder to this day do not
allow the Company to determine whether the mandatory Private
Placement can indeed be completed in due time.
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: Mr. Richard Besner President and Chief Executive
Officer Rodocanachi Capital Inc. 514-824-5434
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