Carlaw Capital Corp. Announces Completion of Qualifying Transaction With Nyah Resources Inc.
January 02 2008 - 5:29PM
Marketwired
TORONTO, ONTARIO (TSX VENTURE: CLW.P) is pleased to announce
that on December 31, 2007, it completed its previously announced
acquisition of all of the issued and outstanding securities of Nyah
Resources Inc. ("Nyah") by way of an amalgamation (the
"Amalgamation") of Nyah with 2152433 Ontario Inc, a wholly-owned
subsidiary of Carlaw. The Amalgamation constitutes Carlaw's
qualifying transaction (the "Qualifying Transaction") pursuant to
the policies of the TSX Venture Exchange (the "Exchange").
Pursuant to the Amalgamation, Carlaw issued one common share in
the capital of Carlaw (the "Carlaw Common Shares") for each
outstanding common share in the capital of Nyah (the "Nyah Common
Shares"). In addition, warrants to purchase an aggregate of
13,249,563 Nyah Common Shares and options to purchase an aggregate
of 3,900,000 Nyah Common Shares outstanding immediately prior to
the Amalgamation are now exercisable to purchase an equivalent
number of Carlaw Common Shares in lieu thereof on economically
equivalent terms and conditions.
As a result of the completion of the Qualifying Transaction, an
aggregate of 50,817,225 Carlaw Common Shares are issued and
outstanding, of which 39,249,563 Carlaw Common Shares were issued
to holders of Nyah Common Shares. Assuming that all of the
outstanding options and warrants are exercised, 69,340,510 Carlaw
Common Shares will be issued and outstanding on a fully diluted
basis.
Pursuant to the terms of an escrow agreement (the "Escrow
Agreement") dated December 31, 2007 among Carlaw, Equity Transfer
& Trust Company and certain escrow securityholders, an
aggregate of 6,580,000 Carlaw Common Shares have been placed in
escrow, whereby 25% of such shares will be released immediately
upon the issuance of the Exchange bulletin evidencing final
acceptance of the Qualifying Transaction and the balance of such
shares will be released in equal tranches of 25% every six months
thereafter. In addition, options to purchase an aggregate of
1,400,000 Carlaw Common Shares held by certain principals of the
resulting issuer are subject to the terms of the Escrow Agreement,
whereby 25% of any shares issuable upon the exercise of such
options will be released every six months in accordance with the
same release schedule.
Carlaw has also filed articles of amendment changing its name to
"Nyah Resources Corp.", as approved by shareholders of Carlaw at an
annual and special meeting held on September 21, 2007.
The board of directors of Carlaw now consists of Amar Bhalla,
Stan Bharti, George Faught, David Gower and Richard Sutcliffe.
George Faught has replaced Amar Bhalla as President and Chief
Executive Officer of Carlaw and Deborah Battiston has replaced
Stuart MacGregor as Chief Financial Officer of Carlaw.
A filing statement dated December 21, 2007 prepared in
accordance with the requirements of the Exchange in connection with
the Qualifying Transaction has been filed with the Exchange and
applicable Canadian securities regulators on SEDAR and is available
at www.sedar.com.
Subject to final approval of the Exchange, Carlaw anticipates
that its common shares will commence trading shortly on the
Exchange as a Tier 1 issuer under its new name and trading symbol
"NRU".
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. Carlaw assumes no obligation to update the
forward-looking statements unless and until required by applicable
securities laws. Additional information identifying risks and
uncertainties is contained in filings by Carlaw with the Canadian
securities regulators, which filings are available at
www.sedar.com.
The TSX Venture Exchange has in no way passed upon the merits of
the Qualifying Transaction and has neither approved nor disapproved
the contents of this press release. THE TSX VENTURE EXCHANGE DOES
NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS
RELEASE.
Contacts: Carlaw Capital Corp. Amar Bhalla Director (416)
922-9096 Email: abhalla@hbinvest.com
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