Berkley Resources Proposes Name Change and Share Consolidation
January 09 2012 - 8:00AM
Marketwired Canada
Berkley Resources Inc. ("Berkley" or the "Company")
(CNSX:BKS)(FRANKFURT:W8O)(FRANKFURT/BERLIN: WKN 871666) announces that a special
meeting of the shareholders is scheduled for February 2, 2012 (the "Meeting"),
where shareholders will be asked to consider ordinary resolutions to approve a
change of name from "Berkley Resources Inc." to "Berkley Renewables Inc." (the
"Name Change") and a consolidation of the Company's common shares on a basis of
one (1) post-consolidation share for up to every ten (10) pre-consolidation
shares, or such lesser whole number of pre-consolidation shares as the directors
may determine (the "Consolidation"). If the resolutions are approved by a simple
majority of shareholders voting at the Meeting, the directors will have the sole
discretion to effect the Name Change, and to select the final consolidation
ratio and to implement the Consolidation, subject to the approval of the
Canadian National Stock Exchange.
The Company currently has 46,139,482 issued and outstanding common shares. In
the event that the Consolidation is conducted on a 10 for 1 basis, the Company
would have approximately 4,613,948 shares outstanding following the
Consolidation, however; the exact number of post-consolidation shares will vary
depending upon the treatment of fractions which will occur when each
shareholder's holdings are consolidated. In the event the Consolidation would
otherwise result in the issuance of a fractional share, no fractional share will
be issued and such fraction will be rounded down to the nearest whole number.
Outstanding stock options and warrants will be adjusted to the Consolidation
ratio. A vote of 51% of those present in person or by proxy at the Meeting is
required to approve the resolution.
Management of the Company believes that further equity financing is required in
order for the Company to fund future business expansion programs. It is
management's opinion that the Company's existing issued and outstanding share
capital is not conducive to completing such additional equity financing, and
that the Consolidation is required in order to facilitate attracting new equity
investment in the Company. Management also believes that the Name Change will
better reflect its shift in strategic focus to renewable energy initiatives,
however; it will not be changing its trading symbol in conjunction with the Name
Change and Consolidation. Details of the Consolidation are contained in the
Company's information circular to be mailed to the Company's shareholders on
January 9, 2012 and filed on SEDAR at www.sedar.com.
ON BEHALF OF THE BOARD
Matt Wayrynen, President and Chief Executive Officer
This release may contain statements that are considered as forward-looking
statements and are subject to various risks and uncertainties concerning the
specific factors disclosed under the heading "Risk Factors" and elsewhere in the
Company's periodic filings with Canadian securities regulators. Such information
contained herein represents management's best judgment as of the date hereof
based on information currently available. The Company does not assume the
obligation to update any forward-looking statement.
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