Business
Folkstone Capital Corp. and Sophia Capital Corp. announce completion of amalgamation
TORONTO , Aug. 28, 2013 /CNW/ - Folkstone Capital Corp. (FKS.P:TSXV) (" Folkstone ") and...
About this update from Beretta Ventures Ltd.
[{"type":"text","content":"\n\n\nTORONTO, Aug. 28, 2013 /CNW/ - Folkstone Capital Corp. (FKS.P:TSXV) (\"Folkstone\") and Sophia Capital Corp. (SCQ.P:TSXV) (\"Sophia\") are pleased to announce the successful completion of the previously\n announced amalgamation pursuant to the Business Corporations Act (British Columbia) (the \"Amalgamation\") on August 27, 2013. The name of the corporation created by the\n Amalgamation is Folkstone Capital Corp. (the \"Resulting Issuer\"). The Resulting Issuer is a capital pool company under Policy 2.4 (Capital Pool Companies) (\"Policy 2.4\") of the TSX Venture Exchange (the \"TSXV\"). The Resulting Issuer will have 12 months from the date the shares of\n the Resulting Issuer are listed on the TSXV to complete a Qualifying\n Transaction (as such term is defined in Policy 2.4).\n\n\nThe Amalgamation was approved by the shareholders of each company on\n August 27, 2013 and remains subject to the receipt of final regulatory\n approval from the TSXV.\n\n\nUpon completion of the Amalgamation (i) each issued and outstanding\n share of Folkstone was exchanged for one (1) share of the Resulting\n Issuer, (ii) each issued and outstanding share of Sophia was exchanged\n for 1.09 shares of the Resulting Issuer, and (iii) each convertible\n security of Folkstone now entitles the holder thereof to purchase one\n (1) share of the Resulting Issuer at an exercise price equal to the\n exercise price specified in the agreement governing such convertible\n security. In accordance with Policy 2.4, the share exchange ratio was\n based on the cash value of each company on a pre-transaction basis.\n Accordingly, the Resulting Issuer issued an aggregate of 4,150,000\n shares to Folkstone shareholders and an aggregate of 1,716,749 shares\n to Sophia shareholders. Following the completion of the Amalgamation,\n 5,866,749 shares are issued and outstanding and Folkstone shareholders\n collectively own 71% of the issued and outstanding shares of the\n Resulting Issuer and Sophia shareholders collectively own 29% of the\n issued and outstanding shares of the Resulting Issuer (in each case,\n calculated on a non-diluted basis). 2,544,999 of the shares issued by\n the Resulting Issuer are subject to escrow pursuant to the policies of\n the TSXV.\n\n\nThe shares of the Resulting Issuer have been conditionally approved for\n listing on the TSXV and will ...