Stinton Exploration Ltd. (the “Company”) is pleased to announce that it has entered into a letter of intent (the “LOI”) with ICESoft Technologies Canada Corp. (“ICESoft”) of Calgary, Alberta, to acquire the current business assets and liabilities of ICESoft through the completion of a business combination.
Pursuant to the terms of the LOI, the Company will incorporate a subsidiary under the Business Corporations Act (Canada) to amalgamate with ICESoft, pursuant to which each issued and outstanding ICESoft share, warrant, and option will be exchanged for equivalent shares, warrants, and options of the Company on a one for one basis, and on the basis that the shareholders of the Company will receive a valuation of C$0.012 per share. The parties contemplate that shortly after the amalgamation of ICESoft with the Company’s subsidiary, the amalgamated entity will complete a vertical short form amalgamation with the Company.
The business combination transaction is subject to completion of due diligence by the parties and a definitive amalgamation agreement being executed by July 31, 2015, or such later date as the parties may mutually agree. As part of the business combination, ICESoft has agreed to use its reasonable commercial efforts to complete one or more private placements of ICESoft to raise gross proceeds of at least C$100,000, in order to expand the business of the resulting issuer. In addition, the Company’s outstanding accounts payables will be assumed by ICESoft and paid in full, with the directors of the Company agreeing to convert their outstanding loans to the Company into shares of ICESoft, effectively at a price between $0.015 and $0.016 per Stinton share.
Upon closing of the definitive agreement and the transactions contemplated therein, Messrs. Wayne Stebbe, Eric Hinton, David Gurvey, and Keith Sinclair will resign as directors and officers of the Company. Mr. Mark Francis will remain a director of the Company and Messrs. Brian McKinney, Derrick Hunter, and Bruce Derrick will be appointed as directors of the Company.
For more information, please contact:
Wayne Stebbe, Chief Executive Officer Tel: 204.809.0535
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ
materially. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the securities regulatory authorities; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Company cautions the reader that the above list of risk factors is not exhaustive. Currently, the Company does not have a written policy for updating forward-looking information and management refers to Part 4A and Part 4B of National Instrument 51-102 for guidance on disclosing forward-looking information. As required by applicable securities legislation, as a reporting issuer, it is the Company’s policy to update forward-looking information in its period management discussions and analyses, as required from time to time. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
No Securities Regulatory Authority has reviewed the merits of this transaction or the adequacy or accuracy of this release.