Vast to Acquire Delebrity Inc.
07 Mars 2014 - 8:55PM
Marketwired
Vast to Acquire Delebrity Inc.
TORONTO, ONTARIO--(Marketwired - Mar 7, 2014) - Vast Exploration
Inc. (TSX-VENTURE:VST) (the "Company" or "Vast") announces that it
has entered into a letter of intent dated February 28, 2014 (the
"LOI"), pursuant to which, subject to regulatory approval, the
Company has agreed to acquire (the "Acquisition") all of the issued
and outstanding securities of Delebrity Inc. ("Delebrity"), an
arm's length party, by way of a business combination.
Delebrity is a privately held technology company, incorporated
under the laws of Ontario. Delebrity creates lifelike digital
representations of Celebrities - known as Delebrities - for the
purposes of monetizing their celebrity brand through a variety of
durable, sustainable revenue streams across multiple media channels
and distribution platforms. Delebrity has no controlling
shareholders.
Delebrity will seek to monetize its top-level relationships with
musicians, actors and politicians, and place them in its
proprietary 3D environment. This could include stage shows, keynote
speeches and traditional television and movie appearances.
Delebrity has signed several contracts and entered into strategic
relationships from both a content and business perspective.
Delebrity recently reached an agreement with the legendary Larry
King to be the company's spokesperson and holographic contract.
Pursuant to the terms of the Acquisition, the common
shareholders of Delebrity will be entitled to receive an aggregate
of 31,875,000 common shares of Vast in exchange for all of the
issued and outstanding common shares of Delebrity held by them on
closing. In addition, current holders of agreed upon convertible
securities of Delebrity will receive equivalent securities of the
Company on closing. Vast currently has 16,669,132 shares issued and
outstanding.
In connection with the proposed Acquisition, Delebrity intends
to complete a private placement financing for proceeds of not less
than $3,000,000 (the "Financing"). The final terms of the Financing
are currently being negotiated and an additional announcement will
be made upon the terms of the Financing being finalized. It is
anticipated that the proceeds of the Financing will be used for
meeting the initial listing requirements of the Exchange, funding
Delebrity's business operations and for general working capital. A
finder's fee may be payable in connection with the Financing. All
securities issued in connection with the Financing will be subject
to a four-month statutory hold period.
The Acquisition will constitute a Reverse Takeover and a Change
of Business for the Company under the policies of the TSX Venture
Exchange (the "Exchange").
Completion of the Acquisition is subject to a number of
conditions including the entering into of definitive agreements,
the completion of the Financing, receipt of all required
shareholder, regulatory and third party consents and approvals
including Exchange approval, and satisfaction of other customary
closing conditions. The Acquisition cannot close until the required
approvals are obtained. There can be no assurance that the
Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
disclosure document to be prepared in connection with the
Acquisition, any information released or received with respect to
the Acquisition may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should be
considered highly speculative.
The 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.
If required pursuant to Exchange Policy 2.2, the Company will
retain a sponsor in connection with the Acquisition.
Trading in the common shares of the Company will remain halted
pending further filings with the Exchange.
Following completion of the Acquisition, the Company's board of
directors will be reconstituted to include directors to be mutually
agreed upon by the parties. Details on the constitution of the new
board and management and any additional information required
pursuant to the policies of the Exchange will be announced or
disclosed in the disclosure document once finalized.
This press release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
Forward-looking information includes, but is not limited to,
statements with respect to the timing and implementation of the
Acquisition, the proposed Financing and the use of proceeds of the
Financing. Generally, forward looking information can be identified
by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
the Company to be materially different from those expressed or
implied by such forward-looking information, including but not
limited to: general business, economic, competitive, geopolitical
and social uncertainties; the actual results of exploration
activities; regulatory risks; risks inherent in foreign operations;
and other risks of the oil and gas industry. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. The Company
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws.
NEITHER THE TSX-VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSX-VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
Vast Exploration Inc.Ahmed SaidPresident and
CEO+1-416-309-2963
(TSXV:VST)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
(TSXV:VST)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024