Business
Folkstone Capital Corp. & Sophia Capital Corp. announce intention to combine
TORONTO , July 26, 2013 /CNW/ - Folkstone Capital Corp. (TSX VENTURE:FKS.P) (" Folkstone...
About this update from Beretta Ventures Ltd.
[{"type":"text","content":"\n\n\nTORONTO, July 26, 2013 /CNW/ - Folkstone Capital Corp. (TSX\n VENTURE:FKS.P) (\"Folkstone\") and Sophia Capital Corp. (TSX VENTURE:SCQ.P) (\"Sophia\") are pleased to announce that they have entered into an agreement to\n amalgamate pursuant to the Business Corporations Act (British Columbia) (the \"BCBCA\") and in accordance with the policies of the TSX Venture Exchange (the\n \"Exchange\").\n\n\nFolkstone and Sophia, as capital pool companies pursuant to Policy 2.4 (Capital Pool Companies) of the Exchange (\"Policy 2.4\"), share the sole business objective of identifying and evaluating\n assets and/or businesses with a view to completing a Qualifying\n Transaction (as such term is defined in Policy 2.4). Folkstone and\n Sophia also have identical directors and officers. Management of each\n of Folkstone and Sophia reviewed several potential opportunities for\n acquiring a business or assets for the purposes of completing a\n Qualifying Transaction. However, Folkstone and Sophia each determined\n that it would be better positioned to complete a Qualifying Transaction\n as a combined entity (the \"Resulting Issuer\"). The Resulting Issuer will have 12 months from the date the shares of\n the Resulting Issuer are listed on the Exchange to complete a\n Qualifying Transaction.\n\n\nThe amalgamation of Folkstone and Sophia (the \"Amalgamation\") is expected to become effective on or before September 3, 2013. It is\n anticipated that upon completion of the Amalgamation:\n\n\n(i)\n\n\n \n\n\neach issued and outstanding share of Folkstone will be exchanged for one\n (1) share of the Resulting Issuer;\n\n\n(ii)\n\n\n \n\n\neach issued and outstanding share of Sophia will be exchanged for 1.09\n shares of the Resulting Issuer;\n\n\n(iii)\n\n\n \n\n\neach convertible security of Folkstone will automatically entitle the\n holder thereof to purchase one (1) share of the Resulting Issuer at an\n exercise price equal to the exercise price specified in the agreement\n governing such convertible security;\n\n\n(iv)\n\n\n \n\n\nthe directors and officers of the Resulting Issuer will be the current\n directors and officers of Folkstone and Sophia; and\n\n\n(v)\n\n\n \n\n\nthe auditor of the Resulting Issuer will be Davidson & Company LLP.\n\n\n\n\n\nImmediately following the completion of the Amalgamation, the\n ...