Ameriplas Holdings Ltd.

Ameriplas Holdings Ltd.

April 12, 2010 16:30 ET

Ameriplas to Sell Subsidiary; Appoints Kenneth Morgan to the Board

SAINT-JEAN-SUR-RICHELIEU, QUEBEC--(Marketwire - April 12, 2010) - Ameriplas Holdings Ltd. ("Amperiplas" or the "Company") (TSX VENTURE:AHL) today announced that it has entered into an agreement to sell its wholly-owned operating subsidiary, Ameriplas International Inc. ("International"), to a management group that includes certain directors of the Company. The management group has also agreed, subject to completion of the sale of International, to sell its shareholdings of the Company, representing approximately 59 percent of the outstanding shares of the Company, to Kenneth Morgan. Mr. Morgan has been appointed the Company's Chief Executive Officer and a director of the Company, effective immediately.

The disposition of International will generate no proceeds to the Company, however the management group has agreed to cause International to forgive a $125,000 debt currently due from the Company to International, and to assume all but $144,000 in other liabilities and guarantees. The relationship of the management group to the Company, including that the management group are directors and significant shareholders of the Company, means that the disposition is a related party transaction under the policies of the TSX Venture Exchange and pursuant to applicable securities legislation. Accordingly, a valuation of International and shareholder approval of the disposition on a majority of the minority shareholder approval basis will be required as a condition to complete of the transaction. The transaction is also subject to approval of the TSX Venture Exchange and other closing conditions typical of transactions of this nature. The date of the shareholders meeting will be announced at a future date.

Management of the Company believes that the disposition of International will improve the Company's balance sheet and future prospects and is in the best interests of the Company. The transaction has been reviewed and approved by the Company's independent directors.

Mr. Morgan is currently the Chief Executive Officer of Strategem Capital Corporation, a publicly-listed merchant bank, where he is responsible for identifying, acquiring and managing interests in a portfolio of companies in the precious and base metal industry. Mr. Morgan was also the lead director during the reactivation of Petaquilla Minerals Ltd., and was instrumental in recruiting board members and management, acquiring gold assets from its joint venture partners, and negotiating extended mineral tenure with the Panamanian government. The company's subsidiary, Petaquilla Copper, was acquired for $378 million by Inmet Mining in September 2008. Mr. Morgan has served as director or senior officer of public companies for 15 years. He is a Chartered Accountant (CA), Certified Public Accountant (CPA), and a Chartered Director (C.Dir.).

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Ameriplas Holdings Ltd.
    Ken Morgan