TORONTO, Aug. 14, 2014 /CNW/ - Dacha Strategic Metals Inc.
(TSX-V: DSM) ("Dacha") is pleased to announce that it
has:
- completed its previously announced transaction with Merus Labs
International Inc. ("Merus") (TSX: MSL, NASDAQ: MSLI);
and
- in accordance with the articles of amendment that were approved
by Dacha shareholders on August 11,
2014, redeemed all of its outstanding common shares.
In the Merus transaction, Dacha created a new
wholly-owned subsidiary ("Newco") and capitalized Newco with
$6,975,001 in cash by way of equity
subscription. Merus then purchased Newco from Dacha in exchange for
4,102,941 common shares of Merus ("Merus Shares") based on a
price of $1.70 per Merus Share (the
"Newco Sale"). Merus also issued an additional 143,603 Merus
Shares to Dacha in satisfaction of the structuring fee payable to
Dacha in connection with the Newco Sale.
Following completion of the Newco Sale, Dacha
redeemed all of its outstanding common shares in accordance with
the terms of the common shares at a redemption price of
$0.1777 per share. The redemption
price will be satisfied, except in the case of Non-Qualified
Shareholders (as defined in Dacha's management information circular
dated July 11, 2014 (the
"Circular")), by the delivery to each shareholder of that
number of Merus Shares equal to (i) the aggregate redemption price
payable to such shareholder divided by (ii) $2.11 (being the closing price of the Merus
Shares on the Toronto Stock Exchange on August 13, 2014), rounded down to the nearest
whole number of Merus Shares. Accordingly, each Dacha Share (other
than Dacha Shares held by Non-Qualified Shareholders) will be
redeemed in exchange for approximately 0.0842 Merus Shares.
Non-Qualified Shareholders will receive, in lieu of the Merus
Shares they would have otherwise received, cash equal to the net
proceeds of the sale of such Merus Shares as described in further
detail in the Circular and the letter of transmittal that
accompanied the Circular (the "Letter of Transmittal").
Copies of the Letter of Transmittal can also be found under Dacha's
profile on SEDAR (www.sedar.com) and further details regarding the
Newco Sale and the redemption of Dacha's common shares can be found
in the Circular.
Trading in Dacha's common shares on the TSX
Venture Exchange was halted on August 13,
2014 and Dacha's common shares will not resume trading and
will be delisted shortly. Dacha also intends to apply to cease to
be a reporting issuer for Canadian securities law purposes.
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 the
Newco Sale and the redemption of Dacha's common shares.
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 herein. 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.
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.