Amalfi Capital Corporation ("Amalfi") (TSX VENTURE:ALI.P) announces an update to
its May 17, 2010 press release describing the amendments (the "Amendments") to
the terms of the amalgamation agreement between Amalfi and CDR Minerals Inc.
("CDR"), pursuant to which a wholly-owned subsidiary of Amalfi ("Amalfi Subco")
will amalgamate (the "Amalgamation") with CDR and continue as one company (the
"Resulting Issuer") under the Business Corporations Act (Ontario). The
Amalgamation, when completed, is expected to constitute Amalfi's Qualifying
Transaction for the purpose of Policy 2.4 (the "Policy") of the TSX Venture
Exchange Inc. ("TSX Venture").
Pursuant to the Amalgamation, Amalfi will now consolidate (the "Consolidation")
its shares on the basis of one new Amalfi common share ("Amalfi Share") for
every three Amalfi common shares previously held (instead of on the basis of one
new Amalfi Share for every three and a half Amalfi common shares). As a result,
shareholders of Amalfi will receive an aggregate of 3,866,666 common shares of
the Resulting Issuer ("Resulting Issuer Shares") (instead of 3,314,285 Resulting
Issuer Shares) after the completion of the Consolidation and the Amalgamation.
In addition, each holder of an Amalfi Share will now receive 0.4285714 of a
Resulting Issuer new common share purchase warrant ("Resulting Issuer New
Warrant") for each Amalfi Share held (instead of 0.5 of a Resulting Issuer New
Warrant for each Amalfi Share held). All other terms of the Amalgamation shall
remain the same.
As announced on May 17, 2010, in connection with the Amalgamation, CDR intends
to raise up to $15,000,000 in a private placement of units (the "CDR Units") at
a price of $0.40 per unit (the "CDR Private Placement"). Each CDR Unit will be
comprised of one common share of CDR ("CDR Share") and one common share purchase
warrant ("CDR Warrant"). Each whole CDR Warrant will entitle the holder to
purchase one CDR share at a price of $0.50 until the date that is five years
from closing of the CDR Private Placement. CDR has engaged Northern Securities
Inc. ("Northern") as lead agent to raise up to $8,000,000 on a best efforts
basis, with Northern Financial Corporation providing a firm commitment for an
additional $7,000,000 of the CDR Private Placement, for aggregate gross proceeds
of up to $15,000,000. Pursuant to the terms of the firm commitment, Northern
Financial Corporation has agreed to acquire that amount of CDR Units as is
necessary to ensure that the minimum amount raised pursuant to the CDR Private
Placement is at least $7,000,000. In connection with the CDR Private Placement,
Northern received an engagement fee (the "Engagement Fee") of $20,000 and will
be issued 125,000 CDR Shares at a deemed price of $0.40 per share. Upon the
closing of the CDR Private Placement, Northern will receive a cash commission of
8% of the aggregate gross proceeds of the CDR Private Placement and will be
issued broker warrants ("CDR New Broker Warrants") equal to 10% of the number of
CDR Units sold pursuant to the CDR Private Placement. Each CDR New Broker
Warrant is exercisable into one CDR Unit at a price of $0.40 per unit prior to
the date that is five years from the closing of the CDR Private Placement.
The revised terms of the Amalgamation and CDR Private Placement supersede and
replace, as applicable, the description of the Amalgamation and related private
placement set out in the Corporation's filing statement dated March 29, 2010
(the "Filing Statement") which is available on SEDAR. The following information
updates and replaces the Filing Statement disclosure of the Resulting Issuer's
expected pro forma consolidated capitalization and its fully diluted share
capital.
Capitalized terms used in the following sections that are not otherwise defined
herein have the meanings assigned to them in the Filing Statement.
Consolidated Capitalization of the Resulting Issuer
As a result of the Amendments, the expected capitalization of the Resulting
Issuer, after giving effect to the Qualifying Transaction and CDR Private
Placement, is as follows:
Outstanding in the Resulting Issuer
Authorized After Giving Effect to the Qualifying
Capital Transaction and Certain Matters (1)
---------------------------------------------------------------------------
(unaudited)
Long-term Debt(2) N/A $5,213,102
Current Portion of Long-
Term Debt (2) N/A $2,492,340
Resulting Issuer Shares Unlimited $12,424,299(3)
(59,745,150 Shares)(4)(5)
Resulting Issuer special
shares Unlimited Nil
Notes:
- Pursuant to the Amalfi Stock Option Plan, the Resulting Issuer will have
reserved 20% of the outstanding Resulting Issuer Shares for stock
options.
- See the pro forma financial statements of the Resulting Issuer attached
as Schedule "E" to the Filing Statement.
- In accordance with generally accepted accounting principles for a
reverse takeover transaction, the dollar value of the share capital of
Resulting Issuer after the completion of the Amalgamation will be the
dollar value of the share capital of CDR immediately prior to completion
of the Amalgamation, together with the net value of Amalfi. In addition,
the deficit of Resulting Issuer will be the deficit of CDR immediately
prior to the completion of the Qualifying Transaction, which as at
September 30, 2009 after the deduction of stock-based compensation
costs, commissions, consultant fees and related expenses will be
($4,446,465).
- Not including any Resulting Issuer Shares issuable pursuant to the
exercise of any convertible securities of the Resulting Issuer.
- Assuming the completion of the CDR Private Placement, the Resulting
Issuer will issue up to an additional 37,500,000 Resulting Issuer units
("Resulting Issuer Units"), being comprised of up to 37,500,000
Resulting Issuer Shares and up to 37,500,000 Resulting Issuer CDR New
Warrants to subscribers to the CDR Private Placement. The Resulting
Issuer will also issue up to 3,750,000 Resulting Issuer broker warrants
("Resulting Issuer CDR New Broker Warrants") in replacement of the CDR
New Broker Warrants. Each Resulting Issuer CDR New Broker Warrants shall
entitle the holder to acquire one Resulting Issuer Unit at price of
$0.40 per unit until the date that is five years from closing the CDR
Private Placement.
Fully Diluted Share Capital of the Resulting Issuer
The following table describes the expected the fully-diluted share capital of
the Resulting Issuer, after giving effect to the Qualifying Transaction and CDR
Private Placement.
Number of
Resulting Issuer Percentage Assuming
Shares Assuming Completion of the
Completion of the Amalgamation
Amalgamation(5)
---------------------------------------
Resulting Issuer Shares issued after
Completion of Amalgamation and
Consolidation to former holders of 3,866,666 4.04%
Amalfi Shares
Resulting Issuer Shares issued after
Completion of Amalgamation and
Consolidation to former holders of
CDR Shares including those issued 55,678,484 58.11%
to Northern pursuant to the
Engagement Fee
Resulting Issuer Shares issued to G.
Scott Paterson as finder's fee
pursuant to the Qualifying 200,000 0.21%
Transaction
Securities reserved for issuance
pursuant to Resulting Issuer CDR 7,735,407 8.07%
Warrants
Securities reserved for issuance
pursuant to Resulting Issuer CDR 2,200,000 2.30%
2010 Warrants
Securities reserved for issuance
pursuant to Resulting Issuer CDR 518,446 0.54%
Broker Warrants
Securities reserved for issuance
pursuant to Resulting Issuer CDR 8,050,000 8.40%
Options
Securities reserved for issuance
pursuant to Resulting Issuer CDR 10,000,000 10.44%
Cheyenne Debenture(1)
Securities currently reserved for
issuance pursuant to Resulting 750,000 0.78%
Issuer CDR Global Debentures(2)
Securities reserved for issuance
pursuant to Resulting Issuer Amalfi 257,143 0.27%
Agents' Options
Securities reserved for issuance
pursuant to Resulting Issuer Amalfi 331,429 0.35%
Options
Securities reserved for issuance
pursuant to Resulting Issuer New 1,657,143 1.73%
Warrants
Securities reserved for issuance
pursuant to Resulting Issuer New 2,909,902 3.04%
Options(3)
Securities currently reserved for
issuance pursuant to Resulting 1,652,523 1.72%
Issuer CDR PKM MOU Right(4)
---------------------------------------
95,807,143(6) 100%
Notes:
1. The US$5,000,000 principal amount of CDR Cheyenne Debentures were issued
pursuant to the Big Branch Acquisition and matured on April 1, 2011.
They bear interest at 12% per annum and are convertible into CDR Shares
on the basis of one CDR Share for each US$0.50 principal amount of
debentures until maturity. For additional information see the notes to
the financial statements for the nine months ended September 30, 2009 of
CDR attached as Schedule "D" to the Filing Statement and the notes to
the pro forma financial statements of the Resulting Issuer attached as
Schedule "E" to the Filing Statement.
2. The $375,000 principal amount of CDR Global Debentures currently
outstanding matures on July 15, 2010, bear interest at 12% per annum,
and are convertible into CDR Shares on the basis of one CDR Share for
each $0.50 (subject to the adjustment provisions in the CDR Global
Debentures) principal amount of debentures until maturity. For
additional information see the notes to the financial statements for the
nine months ended September 30, 2009 of CDR attached as Schedule "D" to
the Filing Statement and the notes to the pro forma financial statements
of the Resulting Issuer attached as Schedule "E" to the Filing
Statement.
3. Assuming the maximum Resulting Issuer New Options are granted.
4. Expected amount owing as of the date of the Filing Statement. PKM is
controlled by Peter K. Moran, the Chief Operating Officer of CDR and the
proposed Chief Operating Officer and a Director of the Resulting Issuer.
5. Assuming the completion of the CDR Private Placement, the Resulting
Issuer will issue up to an additional 37,500,000 Resulting Issuer Units,
comprised of up to 37,500,000 Resulting Issuer Shares and up to
37,500,000 Resulting Issuer CDR New Warrants in replacement of the up to
37,500,000 CDR Units issuable under the CDR Private Placement. Each
Resulting Issuer CDR New Warrant entitles the holder to acquire one
Resulting Issuer Share at a price of $0.50 per share until the date that
is 60 months from the closing of the CDR Private Placement. The
Resulting Issuer will also issue up to 3,750,000 Resulting Issuer CDR
New Broker Warrants in replacement of the up to 3,750,000 CDR New Broker
Warrants issuable pursuant to the CDR Private Placement, each entitling
the holder to acquire one Resulting Issuer Unit at a price of $0.40 per
Unit until two years from the closing of the CDR Private Placement being
comprised of 3,750,000 resulting Issuer Shares and 3,750,000 Resulting
Issuer CDR New Warrant.
6. Assuming the completion of the maximum CDR Private Placement, and
assuming conversion of all of the convertible securities of the
Resulting Issuer (including those issuable pursuant to the CDR Private
Placement), the total fully diluted share capital of the Resulting
Issuer will be 178,307,143 Resulting Issuer Shares.
Completion of Qualifying Transaction
Closing of the Amalgamation and CDR Private Placement are expected to occur on
or before June 25, 2010. The completion of the Private Placement and the
Business Combination are subject to several conditions including, but not
limited to, the receipt of all applicable regulatory approvals, including the
approval of the TSX Venture.
Trading of the Amalfi Shares on the TSX Venture is expected to be suspended
effective June 1, 2010, as Amalfi not completed a Qualifying Transaction within
24 months of listing. Trading will remain suspended until the closing of the
Amalgamation.
About CDR
CDR is a privately held coal exploration and production company, incorporated
pursuant to the Business Corporations Act (Ontario), headquartered in Toronto,
Ontario, Canada with a regional office in Hazard, Kentucky, U.S.A. CDR is
concentrating its efforts on developing producing surface coal mining operations
in the Central Appalachian coal producing region of the United States, which
includes parts of West Virginia, Virginia, Kentucky, Ohio, and Tennessee.
The completion of the CDR Private Placement and the Amalgamation are subject to
a number of conditions, including but not limited to, TSX Venture acceptance.
There can be no assurance that the CDR Private Placement or the Amalgamation
will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect
to the CDR Private Placement or the Amalgamation may not be accurate or complete
and should not be relied upon. Trading in the securities of the Corporation
should be considered highly speculative.
Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Neither Amalfi nor CDR will update these forward-looking
statements to reflect events or circumstances after the date hereof. More
detailed information about potential factors that could affect financial results
is included in the documents filed from time to time with the Canadian
securities regulatory authorities by Amalfi and CDR.
The securities of Amalfi being offered have not been, nor will 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 U.S.
registration requirements. This release does not constitute an offer for sale of
securities in the United States.
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