Aqueous Capital Corp.
TSX VENTURE : AQS.P

October 02, 2009 13:01 ET

Aqueous Capital Corp. Announces Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Oct. 2, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Proposed Qualifying Transaction

Stoneset Equities Ltd. ("Stoneset") and Aqueous Capital Corp. ("Aqueous" or the "Company") (TSX VENTURE:AQS.P) are pleased to announce that they have entered into an agreement pursuant to which Aqueous will acquire all of the issued and outstanding shares of Stoneset (the "Acquisition"). Pursuant to the Acquisition each shareholder of Stoneset will receive 0.38469 of a common share of Aqueous in exchange for each common share of Stoneset. The deemed value of the common shares of Aqueous pursuant to the Acquisition will be $0.43 per share.

The completion of the Acquisition will be subject to Aqueous and Stoneset entering into a definitive agreement which will set out the final structure for the Acquisition and will contain customary terms and conditions. Pursuant to the policies of the TSX Venture Exchange, Inc. (the "Exchange"), the Acquisition is expected to qualify as an arm's length qualifying transaction for Aqueous as a capital pool company. The Acquisition will constitute a reverse take-over of Aqueous.

Pro Forma Capitalization

Aqueous will issue 31,499,920 common shares pursuant to the Acquisition, subject to adjustment, and as a result it is expected there will be 34,999,920 common shares of Aqueous issued and outstanding following the Acquisition. On closing, it is expected that options to purchase common shares of Aqueous may be issued to the directors, officers and key employees of Stoneset who become directors, officers and employees of the combined entity with an exercise price equal to the deemed price pursuant to the Acquisition.

Information about Stoneset

Stoneset is a real estate development company incorporated under the laws of the Province of Alberta. Stoneset is in the business of acquiring, developing and selling recreational and commercial real estate properties in the Canadian marketplace.

The current directors of Stoneset are Tony Argento, Peter Jarman, Jorg Ostrowski, Ron A. Bichel and Russell Kalmacoff. The current officers of Stoneset are Tony Argento as Chief Executive Officer and Peter Jarman as President. All of the directors and officers of Stoneset are residents of Calgary, Alberta. Following the Acquisition, it is anticipated that all of the directors and officers of Stoneset will become directors and officers of Aqueous.

Information about Aqueous

Aqueous was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on November 20, 2006. Since incorporation, the business of Aqueous has been to identify and evaluate assets or businesses with a view to completing a qualifying transaction as a capital pool company pursuant to Exchange policies. The directors of Aqueous are Marco Dedominicis, Trevor Haynes and David Hall, all of which are residents of Calgary, Alberta. Marco Dedominicis is also the President and Chief Executive Office of Aqueous. Marco DeDominicis, Trevor Haynes and DSH Partnership (a Partnership in which David Hall is a partner) each own, directly or indirectly, or exercise control or direction over, approximately 16.2% of the outstanding Aqueous common shares.

Requirements to Completion of the Acquisition

Completion of the proposed Acquisition is subject to a number of conditions, including but not limited to, the entering into of a definitive agreement, each party completing to its satisfaction a due diligence review of the other party, Exchange acceptance, and, depending on the structure of the transaction, the required approval by the shareholders of either or both of Aqueous and Stoneset. The Acquisition is also subject to certain required regulatory approvals and satisfaction of other customary closing conditions. There can be no assurance that the proposed Acquisition will be completed as proposed or at all. In addition, sponsorship of the Acquisition transaction may be required in accordance with Exchange policies, but has not yet been obtained.

Trading of the common shares of Aqueous has been halted in connection with the dissemination of this press release. As Aqueous' deadline for completing a qualifying transaction is today the Exchange has notified the Company that the shares will not begin trading until the Acquisition is completed. If the Acquisition is not completed within 90 days Aqueous may be required to transfer to the Exchange's NEX Board.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the proposed Acquisition may not be accurate or complete and should not be relied upon. Aqueous and Stoneset intend to issue a further press release containing additional information about the transaction and Stoneset as required by Exchange policies prior to October 16, 2009. Trading in the securities of Aqueous, a capital pool company should be considered highly speculative at this time based on the information contained herein.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Acquisition, including statements regarding the terms and conditions of the proposed transaction, structure of the transaction, the pro forma capitalization and the proposed board of directors of Aqueous following completion of the Acquisition. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the transactions, that the ultimate terms of the transactions will differ from those that currently are contemplated, and that the transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. Neither the Company nor Stoneset undertakes any obligation to update such forward-looking statements except as required by applicable securities laws.

The TSX Venture Exchange, Inc. has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved of the contents of this press release.

Contact Information

  • Aqueous Capital Corp.
    Marco Dedominicis
    President and Chief Executive Officer
    (403) 569-4876
    or
    Aqueous Capital Corp.
    c/o 1415 - 28th Street N.E.
    Calgary, Alberta T2A 2P6
    or
    Stoneset Equities Ltd.
    Peter Jarman
    President
    (403) 237-8822
    or
    Stoneset Equities Ltd.
    3915 8 Street S.E.
    Calgary, Alberta T2G 3A5