Business
Carlaw Capital III Corp. announces conditional approval, SEDAR filing of filing statement and further details on the proposed acquisition of Galane Gold Mines Ltd.
TSX Venture Exchange Symbol: CW.H TORONTO, Aug. 29, 2011 /CNW/ - Carlaw Capital III Corp....
About this update from Golconda Gold Ltd
[{"type":"text","content":"\n\n\n\n\n\nTSX Venture Exchange Symbol: CW.H\n\n\nTORONTO, Aug. 29, 2011 /CNW/ - Carlaw Capital III Corp. (\"Carlaw\" or the \"Corporation\") is pleased to announce that it has received conditional approval from\n the TSX Venture Exchange (the \"Exchange\") relating to the previously announced proposed qualifying transaction\n (the \"Transaction\") with Galane Gold Mines Ltd. (\"Galane\"). The Transaction is currently scheduled to close on or about August\n 30, 2011. A Filing Statement prepared in accordance with the\n requirements of the Exchange in connection with the Transaction has\n been filed with the Exchange and the applicable Canadian securities\n regulators on SEDAR and is available at www.sedar.com.\n\n\nBACKGROUND\n\n\nOn May 9, 2011, the Corporation entered into an acquisition agreement\n (the \"Acquisition Agreement\") with Galane pursuant to which the Corporation has agreed to acquire\n all of the issued and outstanding Galane common shares (the \"Galane Common Shares\") by way of a \"three-cornered amalgamation\" (the \"Amalgamation\") pursuant to the Business Corporations Act (Ontario) (the \"Act\"). Pursuant to the Acquisition Agreement, a wholly-owned subsidiary of\n the Corporation incorporated under the Act (the \"Carlaw Sub\") will amalgamate with Galane, whereby Galane and the Carlaw Sub will\n form a new amalgamated corporation and the separate existence of Galane\n and the Carlaw Sub will cease.  The surviving amalgamated corporation\n will be a wholly-owned subsidiary of the Corporation.\n\n\nAlthough the Transaction will result in Galane becoming a wholly-owned\n subsidiary of the Corporation, the Transaction will constitute a\n reverse take-over by Galane of the Corporation inasmuch as the former\n shareholders of Galane will own a substantial majority of the\n outstanding common shares in the capital of the Corporation (the \"Common Shares\") and all of the members of the board of directors will be designees of\n Galane.\n\n\nUpon completion, the Transaction will constitute the Corporation's\n \"qualifying transaction\" pursuant to the policies of the Exchange.\n\n\nTHE QUALIFYING TRANSACTION\n\n\nThe Corporation entered into the Acquisition Agreement with Galane\n pursuant to which the Corporation has agreed to acquire all of the\n issued and outstanding Galane Common Shares. On or immedi...