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Silver Fern Financial Ltd., Emedia Networks International Corporation Letter of Intent to Merge
Silver Fern Financial Ltd., Emedia Networks International Corporation Letter of Intent to Merge.
About this update from Giyani Metals Corp
[{"type":"text","content":"\n\n\n\nCALGARY, March 8 /CNW/ - Silver Fern Financial Ltd. ("Silver Fern")\n(trading symbol "SFL.P" TSXV), an Alberta capital pool company, and Emedia\nNetworks International Corporation ("Emedia") (trading symbol "EMM" TSXV), a\npublic British Columbia company engaged in the business of providing licensed\nforeground music played in public places, are pleased to announce that they\nhave entered into a letter of intent (the "LOI") dated February 27, 2007\nwhereunder the parties have agreed to negotiate a definitive agreement\nrelating to a proposed merger transaction (the "Transaction") pursuant to\nwhich Silver Fern and Emedia will complete a business combination by way of\namalgamation, arrangement, takeover bid or other form of transaction (the\ncombined entity hereinafter referred to as the "Resulting Issuer"). The arm's\nlength Transaction will constitute Silver Fern's "Qualifying Transaction"\nunder the applicable policies of the TSX Venture Exchange (the "TSXV").\n\n\nPursuant to the Transaction holders of all of the issued and outstanding\ncommon shares of Emedia (the "Emedia Shares") will receive common shares of\nthe Resulting Issuer ("Resulting Issuer Shares") on the basis of one Resulting\nIssuer Share for each Emedia Share held. Holders of all of the issued and\noutstanding common shares of Silver Fern ("Silver Fern Shares") will receive\nResulting Issuer Shares on the basis of one Resulting Issuer Share for each\nSilver Fern Share held. All convertible securities of Emedia and Silver Fern\nshall, pursuant to the Transaction, be exchanged for equivalent securities of\nthe Resulting Issuer with the appropriate adjustment to their respective\nexercise prices; however, all options to acquire Emedia Shares currently\noutstanding with an exercise price of $0.10 per Emedia Share will be exchanged\non a one for one basis for options to purchase Resulting Issuer Shares with an\nexercise price of $0.25 per Resulting Issuer Share.\n\n\nConcurrently with completion of the Transaction, the Resulting Issuer\nwill acquire 25% of the issued and outstanding voting securities of Stripe\nMobile Inc. ("Stripe"), a private Alberta corporation engaged in the mobile\nmusic industry, from current shareholders ...