Post by
Zerosum on Jan 23, 2015 9:05pm
News
Thelon Capital closes deal with Thelon Diamonds, TDC
Ticker Symbol: C:THC
Thelon Capital closes deal with Thelon Diamonds, TDC
Thelon Capital Ltd (C:THC)
Shares Issued 112,190,431
Friday January 23 2015 - News Release
Mr. Geoff Watson reports
THELON DIAMONDS LTD. ANNOUNCES COURT APPROVAL AND CLOSES A PLAN OF ARRANGEMENT WITH THELON CAPITAL LTD. AND THELON DIAMOND COMPANY LIMITED
On Dec. 31, 2014, the statutory plan of arrangement entered into on Dec. 18, 2014, among Thelon Capital Ltd., Thelon Diamonds Ltd. and Thelon Diamond Company Ltd. (TDC) received approval from the Supreme Court of British Columbia in accordance with Part 9 of the Business Corporation Act (British Columbia), and the arrangement was subsequently completed on Jan. 14, 2015. As a result of completing the arrangement, Thelon Diamonds became a reporting issuer in Alberta and British Columbia, and TDC became a wholly owned subsidiary of Thelon Diamonds.
On Dec. 18, 2014, Thelon Capital, Thelon Diamonds and TDC entered into an arrangement agreement and plan of arrangement.
Completion of the arrangement as set forth in the arrangement agreement was approved at a special meeting of the shareholders of TDC on Dec. 29, 2014, and a final order granted by the Supreme Court of British Columbia on Dec. 31, 2014, in accordance with Part 9 of the Business Corporations Act (British Columbia).
Pursuant to the arrangement, the following principal steps were completed on Jan. 14, 2015:
TDC purchased all the issued and outstanding Common Shares of Thelon Diamonds from Thelon Capital;
Thelon Diamonds acquired 8,121,667 Common Shares of TDC, being all the issued and outstanding share capital of TDC, from all the shareholders of TDC through a 1-for-1 share exchange;
Thelon Diamonds and Thelon Capital exchanged securities as follows: Thelon Diamonds issued 2,260,000 Common Shares to Thelon Capital (the "Thelon Diamonds Distribution Shares") and Thelon Capital transferred all its interest in the joint venture in diamond mining with Peregrine Diamonds and the mineral leases with are the subject of such joint venture;
The Thelon Diamonds Distribution Shares were distributed to the shareholders of Thelon Capital as of the record date of October 21, 2014; and
Thelon Capital will reduce its paid-up capital by an amount equal to the value of the Thelon Diamonds Distribution Shares.
For further clarification, Thelon Diamonds issued 2,260,000 Common Shares to Thelon Capital, and not 1,869,840 Common Shares, as was previously announced on December 30, 2014 by Thelon Capital.
Upon the Arrangement becoming effective on January 14, 2015, Thelon Diamonds became a reporting issuer in the jurisdictions of Alberta and British Columbia, and has issued a total of 10,381,667 Common Shares. The CUSIP for the Common Shares of Thelon Diamonds is 88339G101.
Thelon Diamonds was incorporated on November 6, 2014 and its fiscal year end is August 31. As a result of completing the Arrangement, Thelon Diamonds has one wholly-owned subsidiary, TDC, which was incorporated on February 8, 2012.