ACN (TSX-V)
TORONTO, Dec. 17, 2015 /CNW/ - Asher Resources
Corporation ("Asher" or the "Company") announced today that it
has entered into a non-binding letter of intent with Drone Delivery
Canada Inc. ("DDC") whereby Asher and DDC have agreed to
merge their respective businesses resulting in a reverse takeover
of Asher by DDC and change of business of Asher from a mining
issuer to a technology issuer (the "Transaction"). The
Transaction is subject to regulatory and shareholder approvals.
About DDC
DDC is a drone technology company incorporated under the laws of
Ontario and based out of
Vaughan, Ontario focused on the
design, development and implementation of a commercial drone
logistics platform for retailers, service organizations and
government agencies.
For more information please visit
www.dronedeliverycanada.com
Information Concerning the Proposed
Transaction
The Transaction terms set out in the letter of intent are
non-binding, and the Transaction is subject to the parties
successfully negotiating and entering into a definitive business
combination agreement in respect of the Transaction (the
"Definitive Agreement") on or before January 31, 2016 or such other date as Asher and
DDC may agree.
The final legal structure for the Transaction will be determined
after the parties have considered all applicable tax, securities
law, and accounting efficiencies, however, it is intended that
following completion of the Transaction former DDC shareholders
will hold approximately 87% of the resulting issuer and Asher
shareholders will hold approximately 13% of the resulting
issuer.
The closing date for the proposed Transaction is expected to be
on or around March 31, 2016.
Trading of the common shares of Asher has been halted by the TSX
Venture Exchange ("TSXV") and will remain halted pending
completion or termination of the proposed Transaction.
Management and Board of Directors of Resulting
Issuer
Upon completion of the Transaction, it is expected that the
board of directors and management of the resulting issuer will
consist of the persons identified below.
- Tony Di Benedetto – Director and
Chief Executive Officer;
- Paul Di Benedetto – Chief
Technology Officer and Corporate Secretary;
- Richard Buzbuzian – President
and Director;
- Robert Suttie – Chief Financial
Officer;
- Greg Colacitti – Vice
President;
- Chris Irwin – Director;
- Michael Della Fortuna –
Director; and
- Rob Montemarano – Director.
No Insider, promoter or Control Person (as such terms are
defined in the policies of the TSXV) of Asher has any interest in
DDC prior to giving effect to the Transaction, except that
Richard Buzbuzian, the President,
Chief Executive Officer and a director of Asher, and the President
of DDC, holds approximately 2.1% of the issued and outstanding DDC
Shares.
Further comprehensive information regarding the Transaction will
be provided in a future press release at such time the parties
execute a Definitive Agreement.
Forward-Looking Information
This press release contains forward-looking information based on
current expectations. Statements about the closing of the
Transaction, expected terms of the Transaction, the number of
securities of Asher that may be issued in connection with the
Transaction, the ownership ratio of Asher's shareholders
post-closing, and the parties' ability to satisfy closing
conditions and receive necessary approvals are all forward-looking
information. These statements should not be read as guarantees of
future performance or results. Such statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially
different from those implied by such statements. Although such
statements are based on management's reasonable assumptions, there
can be no assurance that the Transaction will occur or that, if the
Transaction does occur, it will be completed on the terms described
above. Asher and DDC assume no responsibility to update or revise
forward-looking information to reflect new events or circumstances
unless required by law.
Cautionary Statements
The TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this press release.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV requirements, majority of the minority
shareholder approval. Where applicable, the Transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon.
Neither TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any securities in the United States. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
SOURCE Asher Resources Corporation