AgriMarine Holdings Inc.
CNSX : FSH
FRANKFURT : A2G

AgriMarine Holdings Inc.

March 11, 2015 20:59 ET

AgriMarine Holdings Inc. Receives Proposal to Privatize

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 11, 2015) - AgriMarine Holdings Inc. (CSE:FSH)(FRANKFURT:A2G) (the "Company" or "AgriMarine") announces that its board of directors (the "Board") received an unsolicited non-binding proposal from Dundee Agricultural Corporation ("DAC") to take the Company private (the "Privatization Proposal"). The privatization is proposed to be effected by way of an amalgamation. DAC and its parent company, Dundee Corporation, owns, or has control or direction over, 103,709,086 common shares, representing approximately 94.53% of the Company's 109,707,900 common shares issued and outstanding.

Under the Privatization Proposal, the Company and a subsidiary of DAC ("Newco") would amalgamate and continue as one company ("Amalco"). Each common share of AgriMarine owned by shareholders other than DAC and its parent company, would be converted into one redeemable preference share of Amalco, and each redeemable preference share would then be redeemed by Amalco for CAD$0.03 (the "Offer Price") in cash following the amalgamation. Each common share of AgriMarine owned by DAC and its parent company would be converted into one common share of Amalco; and each common share of Newco would be 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 share, Amalco would continue to operate as a private company, wholly-owned by DAC and Dundee Corporation.

The Privatization Proposal is subject to a number of conditions including receipt of all regulatory and shareholder approvals. The Company has only received the Privatization Proposal and the Company's board of directors has made no determination as to the Company's response to the proposal. The Privatization Proposal is non-binding and there is no assurance that any transaction will be completed or, if completed, on the terms as proposed. The Company will provide further updates as material information becomes available.

About AgriMarine Holdings Inc.

Canadian-based AgriMarine is a producer of sustainable fin fish. The Company utilizes its proprietary, clean aquaculture technology to create an optimal fish rearing environment with economic and environmental benefits to meet the growing demands for healthy and sustainable food sources. The Company's mission is to build a portfolio of fish farms utilizing its clean rearing technology. West Coast Fishculture (Lois Lake) Ltd. is the Company's flagship steelhead farm in British Columbia. AgriMarine also owns and operates a salmon and trout farm in China. Both farms are wholly-owned subsidiaries of AgriMarine Industries Inc.

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
    (604) 568-4672
    sean@agrimarine.com

    AgriMarine Holdings Inc.
    Alexia Helgason
    Manager, Corporate Communications and Marketing
    (604) 568-4672
    alexia@agrimarine.com