Global SeaFarms Corporation (formerly FRV Media Inc.)

Global SeaFarms Corporation (formerly FRV Media Inc.)

April 17, 2012 11:08 ET

Global SeaFarms Corporation Announces Business Terms of the Proposed Acquisition of Global SeaFarms Group Inc.

MONTREAL, QUEBEC--(Marketwire - April 17, 2012) -

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.

Global SeaFarms Corporation, formerly "FRV Media Inc." ("GSC") is pleased to announce that it has reached an agreement with Global SeaFarms Group Inc. ("GSF") on the principal business terms of the acquisition of all of the issued and outstanding shares of GSF (the "GSF Transaction"). Under such business terms, the purchase price has been fixed at $13.7M which will be satisfied through the issuance by GSC of 68.5M Class A Shares at a deemed price of $0.20 per share.

With 1,891,666 Class A Shares of GSC currently issued and outstanding, the resulting issuer will have, without taking into consideration the non-brokered private placement described below, a total of 70.4M Class A Shares issued and outstanding, on a non-diluted basis.

As part of the transaction, GSC intends to complete a non-brokered private placement of up to $1.5M comprised of units (each, a "Unit") to be issued at a price of $0.20 per Unit. Each Unit will consist of one Class A Share of GSC and one common share purchase warrant exercisable at $0.40 per share for 18 months upon closing of the GSF Transaction.

GSC has applied to be listed on the Canadian National Stock Exchange (the "CNSX") under the symbol "GSF". Listing will be subject to meeting all the requirements of the CNSX (including the filing of a detailed listing statement to be prepared in accordance with the CNSX policies) and completion of the GSF Transaction.

The agreement on the principal business terms of the GSF Transaction results from the completion of the due diligence on the part of GSC initially disclosed in the press release of GSC on January 9, 2012. Completion of the GSF Transaction, the listing of the Class A Shares on the CNSX and the closing of a first tranche of the proposed non-brokered private placement is scheduled to be completed on or around April 30, 2012.

Completion of the GSF Transaction is subject to a number of conditions, including the execution of a definitive share purchase agreement with all shareholders of GSF and the conversion of outstanding securities of GSF into equivalent convertible securities of GSC. There can be no assurance that the GSF Transaction or the proposed equity private placement will be completed as proposed or at all.

No regulatory authority has in any way passed upon the merits of the proposed GSF Transaction and nor have they approved nor disapproved the contents of this news release.

Contact Information

  • Noah Billick, Director
    Global Seafarms Corporation
    514-397-0188

    W. Cameron McDonald, CEO
    Global SeaFarms Group Inc.
    514-825-0007