Business
Marksmen Capital Inc. enters into Letter Agreement to Acquire Exploration Syndicate, Inc.
Marksmen Capital Inc. enters into Letter Agreement to Acquire Exploration Syndicate, Inc.
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[{"type":"text","content":"\n\n\n\n Jun. 30, 2010 (Canada NewsWire Group) -- Marksmen Capital Inc. (TSX-V: MKS.P) is pleased to announce that it has entered into a letter agreement dated June 25, 2010 (the "Letter Agreement"), with Exploration Syndicate, Inc., a private Delaware corporation ("Target"), to acquire all the issued and outstanding securities of Target (the "Acquisition"). For the purposes of this news release, Marksmen Capital Inc. is referred to as "Marksmen" prior to the closing of the Acquisition and is referred to as "ESI Resources" following the closing of the Acquisition to reflect the proposed name change of Marksmen as described below.\nThe Acquisition is subject to TSX Venture Exchange ("TSXV") approval and is intended to constitute Marksmen's Qualifying Transaction, as that term is defined in the policies of the TSXV.\n\nTerms of the Agreement\n\nUnder the terms of the Letter Agreement, and on or prior to the closing date of the Acquisition (the "Closing Date"), Marksmen has agreed to incorporate a wholly-owned subsidiary ("Subco"), change the name of Marksmen to "ESI Resources Inc." and consolidate Marksmen's issued and outstanding shares on the basis of one common share for every 1.7857 issued and outstanding common shares.\nTarget has agreed to change its governing jurisdiction from Delaware to Ontario (or another Canadian jurisdiction) on or prior to the Closing Date. Marksmen and Target have agreed that, pursuant to the terms of an amalgamation agreement ("Amalgamation Agreement") to be entered into among Marksmen, Subco and Target, and on the Closing Date, Subco will amalgamate with Target to form a new corporation ("Amalco"), at which time Marksmen will issue common shares to the former shareholders of Target in exchange for their shares of Target, based on an exchange ratio of one common share of Marksmen for each one common share of Target and Amalco will be converted into an unlimited liability corporation (ULC). Each holder of other issued and outstanding securities of Target will receive substantially similar securities of Marksmen. The parties have agreed that the number of Marksmen common shares and other Marksmen securities to be issued on the Closing Date is subject to change and will depend in part on the pr...