Business
Blue Fyre One Inc. announces agreement in principle
Blue Fyre One Inc. announces agreement in principle.
About this update from Sol Global Investments Corp.
[{"type":"text","content":"\n\n\n\n\nOTTAWA, April 20 /CNW Telbec/ - Blue Fyre One Inc., (TSXV: BLU.P)\n(the \"Corporation\"), an Ottawa-based Capital Pool Company, announced today it\nhas reached an agreement in principle concerning the acquisition of\nSoltoro Ltd., an Ontario corporation (\"Soltoro\"). The acquisition, if\ncompleted, will be the Corporation's qualifying transaction pursuant to the\npolicies of the TSX Venture Exchange Inc. (the \"Exchange\"). The proposed\ntransaction is arm's length.\nThe acquisition price for all of the outstanding shares, warrants and\noptions of Soltoro will be satisfied by the issuance of 13,120,000 common\nshares in the capital of the Corporation. The Corporation will also assume the\nobligations under 480,000 broker's warrants of Soltoro to be issued under the\nSoltoro financings as described below, each entitling the holder to purchase\none common share of the Corporation at $0.50 share per share for an 18-month\nperiod. The Corporation will also assume the outstanding options of Soltoro,\npermitting upon exercise the issue of 1,310,000 common shares of the\nCorporation. All of the options are held by directors with 380,000 exercisable\nat $0.10 and expiring on November 30, 2009 and 450,000 exercisable at $0.25\nand expiring September 30, 2008. The balance of 480,000 options will be issued\nto directors upon the closing of the proposed transaction and will be\nexercisable at $0.50 with the expiration date to be determined by the\ndirectors and shall be no longer than five years from the date of issue.\nIt is a condition of the transaction that Soltoro complete, prior to the\ntransaction, a $500,000 private placement of 2,000,000 common shares at $0.25\nper share and have paid or secured the conversion to common shares of\nsubstantially all of its debt. The shares issued in this private placement by\nSoltoro will be acquired by the Corporation as part of the transaction, and\nthe shares of the Corporation to effect this acquisition are included in the\npurchase consideration above. Union Securities Ltd. (\"Union\") has been engaged\nby Soltoro on a best efforts basis to complete this private placement.\nIt is a further condition of closing of the transaction that Soltoro must\nhave raised by way of a $2,000,000 private placement of 4,000,000 common\nshares at a price of $0.50 per share, provided that the proceeds...