TORONTO, ONTARIO--(Marketwired - April 19, 2017) - Niagara Ventures Corporation (the ("Corporation") (TSX VENTURE:NIA) announced today that its shareholders have approved its going private transaction previously announced on February 21, 2017.
The going private transaction is being carried out as a consolidation of the outstanding common shares of the Corporation on the basis of one post-consolidation common share for each 2,934,311 pre-consolidation common shares (the "Consolidation"). Fractional common shares will not be issued and each former holder of a fractional common share will be entitled to receive $0.015 in cash for each pre-consolidation common share held immediately prior to the Consolidation (with no amount being paid to a holder of common shares who would be entitled to receive, net of withholding taxes, less than $10).
Following the completion of the meeting, the Consolidation was effected and One St. Thomas Holdings Inc. ("One St. Thomas")., a corporation owned and controlled by Ron McEachern, the Chief Executive Officer and a director of the Corporation, together with his spouse, became the sole shareholder of the Corporation.
In order for former holders of common shares to receive the cash amount to be paid to them for their common shares, the certificates representing the pre-consolidation common shares must be delivered to TSX Trust Company together with a duly completed and signed Letter of Transmittal in the form delivered to holders of common shares with the notice of meeting and accompanying information circular of the Corporation dated March 15, 2017.
The Corporation will apply to the TSX Venture Exchange to have its common shares delisted from trading on the Exchange.
The Corporation will also apply to the applicable Canadian securities regulatory authorities for an order that Niagara Ventures Corporation will no longer be a reporting issuer under Canadian securities laws.
Forward Looking Information
Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this press release include, without limitation, statements relating to: the Transaction and the proposed Consolidation under the Consolidation Agreement; the ability of the parties to satisfy the conditions to closing of the Transaction; the mailing of the management information circular in connection with the Meeting and anticipated timing thereof; and the anticipated timing of the completion of the Consolidation. Words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "potential" and similar expressions may be used to identify these forward-looking statements although not all forward-looking statements contain such words.
Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including risks associated with the Consolidation, such as the failure to satisfy the closing conditions contained in the Consolidation Agreement, events which may give the parties (or a party) a basis on which to terminate the Consolidation Agreement, and the ability of the parties to complete and mail the information circular in respect of the Meeting and hold the Meeting within the time frames indicated. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, the Corporation does not intend to or assume any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. THE TSX VENTURE EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.