TORONTO, June 12, 2014 /CNW/ - Dacha Strategic Metals Inc.
(TSX-V: DSM) ("Dacha") announced today that it has agreed to
subscribe for $5 million of common
shares of Merus Labs International Inc. ("Merus") (TSX: MSL,
NASDAQ: MSLI) at a price of $1.70 per
share as part of the $27.2 million
bought deal financing that Merus announced yesterday.
As Dacha announced on June 10,
Dacha and Merus have entered into a letter agreement pursuant to
which Dacha agreed to invest a minimum of $11 million in Merus in exchange for common
shares of Merus. Dacha's $5 million
subscription in the bought deal will count towards that commitment.
The remaining not less than $6
million will be invested in Merus pursuant to the "Newco
Acquisition" transaction (described in Dacha's June 10 press release) in which Dacha will
contribute funds to a newly formed wholly-owned subsidiary and
Merus will acquire that subsidiary in exchange for common shares of
Merus. Dacha's subscription under the Merus bought deal is separate
from and not conditional upon completion of the Newco Acquisition
and accordingly Dacha will own $5
million of Merus common shares upon completion of the bought
deal financing separate and apart from the Newco Acquisition.
Upon completion of the Newco Acquisition, Dacha intends to
distribute the Merus common shares that it owns, which would then
represent substantially all of Dacha's assets, to its shareholders
with a view to ultimately winding up its operations. This would
involve, among other things, delisting Dacha's shares from the TSX
Venture Exchange and Dacha ceasing to be a reporting issuer.
Forward-Looking Statements
This release contains certain "forward looking statements" and
certain "forward-looking information" as defined under applicable
Canadian securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans"
or similar terminology. Forward-looking statements and information
include, but are not limited to, statements with respect to Dacha's
participation in the Merus bought deal financing, the transactions
contemplated under the June 10, 2014
letter agreement and Dacha's intention to distribute the Merus
shares to its shareholders and wind up its operations thereafter.
Forward-looking statements and information are subject to various
known and unknown risks and uncertainties, many of which are beyond
the ability of Dacha to control or predict, that may cause Dacha's
actual results, performance or achievements may be materially
different from those expressed or implied thereby, and are
developed based on assumptions about such risks, uncertainties and
other factors set out here in, including but not limited to: the
risk that the transaction contemplated under the June 10, 2014 letter agreement will not be
approved by the TSX, the TSXV or Nasdaq or the Dacha shareholders;
risks and uncertainties related to the transaction not being
completed in the event that the other conditions precedent thereto
are not satisfied and other related risks and uncertainties. Dacha
undertakes no obligation to update forward-looking information
except as required by applicable law. Such forward-looking
information represents management's best judgment based on
information currently available. No forward-looking statement can
be guaranteed and actual future results may vary materially.
Accordingly, readers are advised not to place undue reliance on
forward-looking statements or information.
Completion of the Newco Acquisition is subject to a number of
conditions, including TSXV acceptance and shareholder approval. The
Newco Acquisition cannot close until the required shareholder
approval is obtained. There can be no assurance that the Newco
Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the Newco Acquisition, any information released or received with
respect to the transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of Dacha
should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
SOURCE Dacha Strategic Metals Inc.