Blackrock going public.
Camex to acquire BlackRock Metals in RTO
2014-04-14 15:18 ET - News Release
Mr. Scott Ackerman reports
CAMEX TO ACQUIRE BLACKROCK METALS INC.
Camex Energy Corp. has entered into a letter of intent effective April 11, 2014, pursuant to which the company has agreed to acquire all of the issued and outstanding securities of BlackRock Metals Inc., an arm's-length party, by way of a share exchange.
BlackRock is a privately owned Canadian mining company with a 100-per-cent-owned iron-titanium-vanadium property in Northern Quebec. BlackRock currently has 99,151,389 common shares issued and outstanding, and convertible securities entitling the holders to acquire up to 10,895,000 additional common shares on various terms. Prior to completion of the acquisition, no person holds a controlling interest in BlackRock. Pursuant to the terms of the acquisition, shareholders of BlackRock will be entitled to receive one postconsolidated common share of Camex in exchange for every one common share of BlackRock that they presently hold. All outstanding convertible securities of BlackRock will also be exchanged for equivalent securities of Camex. It is also a condition of the proposed transaction that Camex complete a consolidation of its existing share capital on a five-old-for-one-new basis and change its name to Blackrock Metals Corp.
Prior to completion of the proposed acquisition, BlackRock intends to complete a series of private placement financings, the terms for which have not yet been finalized.
Further information on BlackRock, including current financial statements and a geological report in accordance with National Instrument 43-101 in respect of the property, are currently being prepared for filing with the TSX Venture Exchange, and will be filed and posted on SEDAR upon the completion of the filing statement that will be prepared in connection with the acquisition. For more information, visit the BlackRock website.
The acquisition will constitute a reverse takeover and change of business for the company under the policies of the exchange. On completion of the acquisition, Camex is seeking classification as a Tier 1 mining issuer. Closing of the acquisition is subject to a number of conditions including the entering into of definitive agreements, the consolidation of the company's existing share capital on a one-for-five-basis, the completion of the financing, receipt of all required shareholder, regulatory and third party consents, including exchange approval, and satisfaction of other customary closing conditions. The acquisition cannot close until the required approvals are obtained. There can be no assurance that the acquisition will be completed as proposed or at all. If required pursuant to TSX Venture Exchange Policy 2.2, the company will retain a sponsor in connection with the acquisition.
Following completion of the acquisition, the company's board will be reconstituted to include 12 directors, to be mutually agreed upon by the parties.
Further details regarding the financing, and the board of directors and management of the company following completion of the acquisition, will be issued as they become available. Trading in the common shares of the company will remain halted pending further filings with the exchange.
We seek Safe Harbor.
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