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Black Birch Capital Acquisition III Corp. announces letter of intent with Daymak Inc.
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[{"type":"text","content":"\n\n\n/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE\n PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN\n WHOLE OR IN PART, IN OR INTO THE UNITED STATES./\n\n\nTORONTO, Aug. 8, 2013 /CNW/ - Black Birch Capital Acquisition III Corp.\n (TSXV: BBC.P) (\"Black Birch\" or the \"Company\") is pleased to announce that it has entered into a letter of intent\n (the \"LOI\") dated July 30, 2013 with Daymak Inc. (\"Daymak\"), a corporation existing under the laws of Ontario, which outlines the\n general terms and conditions pursuant to which Black Birch and Daymak\n intend to complete a transaction that will result in Black Birch\n acquiring all of the issued and outstanding securities of Daymak. The\n transaction will constitute Black Birch's qualifying transaction (the \"Qualifying Transaction\") under the policies of the TSX Venture Exchange (the \"Exchange\"). Following completion of the Qualifying Transaction, it is\n anticipated that the resulting issuer (the \"Resulting Issuer\") will be a Tier 1 company.\n\n\nTerms of Acquisition\n\n\nUnder the terms of the LOI, Black Birch will acquire all of the issued\n and outstanding securities of Daymak in exchange for equity in Black\n Birch, as further described below (the \"Transaction\"). It is currently anticipated that the Transaction will be effected\n through a \"three-cornered amalgamation\" (the \"Amalgamation\"), whereby: (i) Daymak will amalgamate with a newly incorporated\n company incorporated under the laws of Ontario and wholly-owned by\n Black Birch, to form an amalgamated corporation (\"Amalco\"); (ii) the holders of Daymak's common shares will receive 19,475,000\n common shares of Black Birch (\"Common Shares\") at an ascribed value of $0.40 per Common Share and the holders of\n Daymak's options and warrants will receive approximately 3,781,204\n options and warrants of Black Birch; and (iii) Amalco will become a\n wholly-owned subsidiary of Black Birch. The final structure of the\n Transaction is subject to receipt of definitive tax, corporate and\n securities law advice satisfactory to both Black Birch and Daymak.\n\n\nPursuant to the terms of the LOI, completion of the Qualifying\n Transaction will be subject to a number of conditions, including\n receipt of gross proceeds of not less than $3,000,000 pursuant to the\n QT Fin...