CALGARY, May 27 /CNW/ - Silver Fern Financial Ltd. ("Silver Fern") (trading symbol "SFL.P" TSXV) and Emedia Networks International Corporation ("Emedia") (trading symbol "EMM" TSXV) are pleased to announce that they completed the business combination previously announced on March 8, 2007 (the "Transaction") as Silver Fern has amalgamated with 1313943 Alberta Ltd. (a wholly owned subsidiary of Emedia) (the combined entity hereinafter referred to as the "Resulting Issuer"). The arm's length Transaction constitutes Silver Fern's "Qualifying Transaction" under the applicable policies of the TSX Venture Exchange.
Pursuant to the Transaction holders of all of the issued and outstanding common shares of Silver Fern ("Silver Fern Shares") will receive common shares of the Resulting Issuer ("Resulting Issuer Shares") on the basis of one Resulting Issuer Share for each Silver Fern Share held. Letters of transmittals regarding this exchange were provided to Silver Fern shareholders with Silver Fern's notice of meeting and information circular mailed to shareholders of record on April 30, 2007. The Silver Fern Shares will be delisted from trading. For further information regarding the Transaction please see the Information Circular of Silver Fern dated April 30, 2007 available on www.sedar.com.
Management
Mr. Gilbert Murray has resigned from the board of directors of the Resulting Issuer while Mr. David Mears and Mr. Gordon Anderson have been appointed to the board of directors.
Stock Options
In conjunction with the Transaction, the Resulting Issuer repriced 270,000 options to purchase Resulting Issuer Shares previously granted to officers of Emedia with an exercise price of $0.10 per Resulting Issuer Share such that these options now have an exercise price of $0.25 per Resulting Issuer Share. Additionally, the Resulting Issuer granted an additional 1,480,000 options to directors and officers of the Resulting Issuer with an exercise price of $0.25 per Resulting Issuer Share and an expiry date of May 25, 2012. Further, former directors of Silver Fern retained a total of 150,000 options with an exercise price of $0.20 per Resulting Issuer Share and an expiry date of August 25, 2007 and Gordon Anderson retained 150,000 options with an exercise price of $0.20 per Resulting Issuer Share and an expiry date of May 25, 2008.
Stripe Transaction
Concurrently with completion of the Transaction, the Resulting Issuer acquired 25% of the issued and outstanding voting securities of Stripe Mobile Inc. ("Stripe"), a private Alberta corporation engaged in the mobile music industry, from a current shareholder of Stripe in exchange for the issuance of 2,500,000 Resulting Issuer Shares to such shareholder. Further, the Resulting Issuer was granted, by current shareholders of Stripe, a six month option to acquire additional voting securities of Stripe equal to 40% of the issued and outstanding voting securities of Stripe in exchange for issuing 5,000,000 Resulting Issuer Shares to shareholders of Stripe subject to regulatory approval.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.