Dolce Ent. intends to merge with Sinchao
2006-11-22 17:44 ET - News Release
Mr. Christopher Yee reports
DOLCE ANNOUNCES SIGNING OF DEFINITIVE AGREEMENT FOR PROPOSED QUALIFYING TRANSACTION AND MAILING OF JOINT CIRCULAR
Further to Dolce Enterprises Inc.'s news in Stockwatch dated July 17, 2006, the company has signed a definitive amalgamation agreement dated effective Nov. 2, 2006, with Sinchao Metals, which contemplates the amalgamation of Dolce and Sinchao to continue under the name "Sinchao Metals Corp." (Amalco) (the proposed qualifying transaction). Pursuant to the proposed qualifying transaction, the share capital of Dolce and Sinchao will be converted into Amalco common shares on the basis of one Amalco share for every six issued and outstanding Dolce common shares, and one Amalco share for each issued and outstanding Sinchao common share.
Meetings of the shareholders of Dolce and Sinchao will be held on Dec. 15, 2006, and a joint information circular dated as of Nov. 3, 2006, has been mailed to shareholders of Dolce and Sinchao in connection with the meetings, a copy of which may be viewed electronically under the profile of Dolce Enterprises on SEDAR. A copy of the Sinchao property technical report prepared pursuant to National Instrument 43-101 may also be viewed electronically under Dolce's profile on SEDAR.
Completion of the proposed qualifying transaction is subject to a number of conditions, including but not limited to, satisfactory due diligence reviews, negotiation and execution of definitive transaction documentation, approval by both boards of directors, availability of prospectus and registration exemptions or obtaining exemptive relief, obtaining any necessary governmental and third party approvals and the TSX Venture Exchange. There can be no assurance that the proposed qualifying transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the CPC filing statement that will be prepared in connection with the proposed qualifying transaction, any information released or received with respect to the proposed qualifying transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Dolce should be considered highly speculative.