AgriMarine Holdings Inc.
CNSX : FSH
FRANKFURT : A2G

AgriMarine Holdings Inc.

May 22, 2015 09:39 ET

AgriMarine Holdings Inc. Completes Going Private Transaction With Dundee Agricultural Corporation

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 22, 2015) - AgriMarine Holdings Inc. (CSE:FSH)(FRANKFURT:A2G) ("Agrimarine") is pleased to announce, further to a news release dated April 2, 2015, that effective May 21, 2015 it has completed an amalgamation with a wholly-owned subsidiary ("Newco") of Dundee Agricultural Corporation ("DAC") pursuant to an amalgamation agreement dated April 2, 2015 (the "Agreement") to complete a going private transaction (the "Transaction"). The Transaction was approved by the shareholders of Agrimarine at a Special Meeting held on May 19, 2015. The company resulting from the amalgamation is named "AgriMarine Holdings Inc." ("Amalco").

Under the Agreement, each common share of Agrimarine owned by shareholders other than DAC and its parent company, Dundee Corporation, and affiliates of Dundee Corporation, was converted into one redeemable preference share of Amalco. Each redeemable preference share was then redeemed by Amalco on May 22, 2015 for CAN$0.03 in cash; each common share of Agrimarine owned by DAC and Dundee Corporation was converted into one common share of Amalco; and each common share of Newco was converted into one common share of Amalco. As a result, upon completion of the amalgamation and the subsequent redemption by Amalco of the outstanding redeemable preference shares, Amalco became a private, wholly-owned subsidiary of Dundee Corporation.

Amalco has applied to de-list its common shares from the Canadian Securities Exchange and it is expected that Amalco will be de-listed from the Canadian Securities Exchange from the close of markets on May 22, 2015. In connection with the Amalgamation and the Transaction, the common shares of AgriMarine will be delisted from the Canadian Securities Exchange and AgriMarine will cease to be a reporting issuer. Once de-listed, Amalco will take the steps necessary to cease to be a reporting issuer under applicable securities laws. Copies of the Agreement and certain related documents is available on SEDAR at www.sedar.com.

About AgriMarine Holdings Inc.

AgriMarine Holdings Inc. is a Canadian-based producer of sustainable fin fish and a developer of proprietary fish farming Clean Technology. The Company developed the AgriMarine System™ aquatic farm management technology to provide an optimized environment for the rearing of finfish in fresh or sea water conditions in order to meet the growing demands for healthy and sustainable seafood sources. AgriMarine Technologies Inc. is the Company's technology development and consulting division, while AgriMarine Industries Inc. operates the Company's Canadian and Chinese farming subsidiaries. Our flagship farm, West Coast Fishculture (Lois Lake) Ltd., is the premier supplier of Steelhead salmon in British Columbia and its premium OceanWise™ Lois Lake Steelhead is one of the leading brands of fin fish featured in top restaurants across the province. AgriMarine is a portfolio company of Dundee Agriculture, a subsidiary of Dundee Corporation.

Forward-Looking Information

Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company's expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing; reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; and the volatility of common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

Contact Information

  • AgriMarine Holdings Inc.
    Sean Wilton
    President and CEO
    sean@agrimarine.com

    AgriMarine Holdings Inc.
    Alexia Helgason
    Manager, Corporate Communications and Marketing
    alexia@agrimarine.com

    AgriMarine Holdings Inc.
    1401-1130 West Pender Street
    Vancouver, B.C., V6E 4A4
    Telephone: (604) 568-4672
    www.agrimarine.com