Business
Humber Capital Corporation announces execution of term sheet for qualifying transaction
TORONTO, May 12 /CNW/ - Humber Capital Corporation (TSX-V: RUM.P) ("Humber"), a capital pool comp...
About this update from Rocky Mountain Liquor Inc.
[{"type":"text","content":"\n\n\n\nTORONTO, May 12 /CNW/ - Humber Capital Corporation (TSX-V: RUM.P)\n("Humber"), a capital pool company listed on the TSX Venture Exchange (the\n"Exchange"), announced today that it has entered into a non-binding term sheet\n(the "Term Sheet") to acquire Anderson's Liquor Inc. ("Anderson's") as its\nproposed qualifying transaction (the "Proposed Transaction") under Exchange\nPolicy 2.4 Capital Pool Companies.\n\n\nAnderson's is an independent liquor retailer operating 16 retail liquor\nstores in the Province of Alberta.\n\n\nThe Term Sheet contemplates that, subject to the fulfillment of certain\nconditions, Humber would acquire all of the outstanding shares of Anderson's\nin exchange for aggregate consideration comprised of, subject to certain\ncustomary adjustments, (i) $1.5 million in cash, (ii) approximately\n$7.98 million worth of common shares of Humber issued at a price of\n$0.25 per share and (iii) warrants to purchase up to approximately\n7.98 million common shares of Humber at a price of $0.315 per share. If the\nProposed Transaction is completed, Humber expects that it would carry on the\nbusiness of Anderson's as currently conducted and that it would be listed on\nthe Exchange as a Tier 2 issuer.\n\n\nIn conjunction with the Proposed Transaction, Humber also intends to\ncomplete a private placement of common shares at a price of $0.25 per share\nfor gross proceeds of at least $2,000,000 and up to $3,000,000.\n\n\nCompletion of the Proposed Acquisition is subject to a number of\nconditions, including Exchange approval, completion of the private placement\ndescribed above, approval of the Proposed Transaction by Humber's board of\ndirectors, Anderson's completing a pending acquisition on terms and conditions\nconsistent with those previously disclosed to Humber and otherwise in a manner\nsatisfactory to Humber, Humber's satisfactory completion of its due diligence\ninvestigations of Anderson's and the execution of a definitive agreement\nsetting forth the terms and conditions set forth in the Term Sheet. As the\nProposed Transaction is an arm's length transaction, Humber does not expect\nthat shareholder approval will be required.\n\n\nThere can be no assurance that the Proposed Acquisition will be completed\non the terms described as proposed or at all.\n\n\nIf a...