Ameriplas Holdings Ltd.
TSX VENTURE : AHL

Ameriplas Holdings Ltd.

May 21, 2010 14:54 ET

Ameriplas Holdings Ltd.: Annual and Special Meeting of Shareholders

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 21, 2010) - Ameriplas Holdings Ltd. (the "Company") (TSX VENTURE:AHL) is pleased to announce that it will be holding an annual general and special meeting (the "Meeting") of shareholders on Monday, June 21, 2010 to consider, among other matters, the previously announced sale (the "Proposed Disposition") of the Company's wholly-owned subsidiary, Ameriplas International Inc. ("International") and related transactions.

In addition to the Proposed Disposition, the Company's shareholders will be asked at the Meeting to approve the following: (i) a name change of the Company from "Ameriplas Holdings Ltd." to "Downtown Industries Ltd.", (ii) the consolidation of the Company's shares on the basis of up to 20 old common shares of the Company for one new common share of the Company (the "Consolidation"), and (iii) the adoption of a new stock option plan (the "New Stock Option Plan").

The proposed Consolidation will reduce the Company's outstanding common shares from 25,045,388 common shares to approximately 1,252,269 common shares. Management of the Company believes that the Consolidation will make it easier for the Company to raise funds in the future and to attract investors. Completion of the name change and Consolidation will be subject to completion of the Proposed Disposition. In addition to shareholder approval, the New Stock Option Plan, name change and Consolidation remains subject to approval by the TSX Venture Exchange. Further details regarding the New Stock Option Plan, the Proposed Disposition, name change and Consolidation can be obtained from the Company's information circular (the "Circular"), which will be mailed shareholders on May 26, 2010 and which will be available under the Company's profile on SEDAR.

In connection with the Proposed Disposition, the Company engaged Evans & Evans, Inc., an independent Chartered Business Valuator, to prepare a comprehensive valuation of International and related fairness opinion (the "Report") as at April 30, 2010. The Report concludes that, in the opinion of the authors, the fair market value of International is nominal and that the terms of the Proposed Disposition are fair, from a financial point of view, to the shareholders of the Company. Shareholders are encouraged to read the Valuation in its entirety. A copy of the Valuation will be attached as a schedule to the Circular.

ON BEHALF OF THE BOARD
Ken Morgan
Chief Executive Officer

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Ameriplas Holdings Ltd.
    Ken Morgan
    Chief Executive Officer
    604-692-0073