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Vancouver, British Columbia / TNW-ACCESSWIRE / November 5, 2014 / Alchemist Mining Incorporated (the "Company" or "Alchemist") (CSE: AMS) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Boomer Financial Inc. ("Spinco1") and Vanrocco Financial Inc. ("Spinco2"), both private British Columbia companies and wholly-owned subsidiaries of the Company.
Pursuant to the Arrangement Agreement, the Company has agreed to transfer $22,000 cash and a promissory note in the principal amount of $22,000 to each of Spinco1 and Spinco2 in consideration for the issuance of 2,200,000 common shares of each Spinco1 and Spinco2 (or 100%) and to distribute these common shares to the Company's shareholders on a pro-rata basis pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement").
The Company will seek approval of the Plan of Arrangement at an annual and special general meeting of its shareholders to be held on December 9, 2014 (the "Meeting"). Further information regarding the Arrangement Agreement and the Plan of Arrangement will be set forth in the notice of meeting and information circular to be prepared in connection with the Meeting. A copy of the Arrangement Agreement will also be filed on SEDAR.
Should the Plan of Arrangement receive approval at the Meeting, it is anticipated that the Plan of Arrangement will be made effective shortly thereafter. Upon completion of the Plan of Arrangement, each of Spinco1 and Spinco2 will become a reporting issuer in British Columbia, Alberta and Ontario. Upon completion of the Plan of Arrangement, it is intended that each of Spinco1 and Spinco2 will enter into a definitive agreement to acquire a business. Completion of the Plan of Arrangement is subject to certain conditions, including shareholder approval, the approval of the Supreme Court of British Columbia and the Canadian Securities Exchange.
Should the Plan of Arrangement be implemented, it is anticipated that shareholders of the Company will:
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?.retain their current interest in the Company; and
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?.obtain a 100% interest in each of Spinco1 and Spinco2, each of which will be a reporting issuer in British Columbia, Alberta and Ontario and each of which will have approximately $44,000 in working capital to acquire a business.
The directors of the Company have unanimously concluded that the Arrangement is in the best interests of the Company and fair to all shareholders of the Company. They believe this will be beneficial to the shareholders of the Company, as it is intended that each of Spinco1 and Spinco2 will enter into a definitive agreement to acquire a business upon completion of the Arrangement.
For further information, please contact:
Keith Anderson
Telephone: (604) 786-7774
Email: Kanderson7774@gmail.com
On behalf of the board of directors of
alchemist mining incorporated
"Keith Anderson"
Keith Anderson
President and Director
Cautionary Note Regarding Forward-Looking Information
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of Alchemist such as the statement that: (i) Alchemist may obtain the requisite approvals from shareholders, the Court and the Canadian Securities Exchange; (ii) the Plan of Arrangement may be effected; (iii) the entry into and closing of the Definitive Agreement; and (iv) shareholders may receive 100% of the shares of each Spinco1 and Spinco2. There are numerous risks and uncertainties that could cause actual results and Alchemist's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) the inability to obtain Canadian Securities Exchange approval; (ii) the inability to obtain shareholder or Court approval; (iii) delays in setting and holding the Meeting; and (iv) other factors beyond Alchemist's control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, Alchemist assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
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