|May 02, 2014|
NEWS RELEASE Qualifying Transaction - ITUNA Capital Corporation and Clear Creek Resources Ltd. have entered into Amalgamation Agreement.
|Joseph Martin, the Chief Executive Officer of the ITUNA Capital Corporation (the "Company" or "ITUNA") is pleased to announce the company has entered into an arm's length "three-cornered" amalgamation agreement (the "Amalgamation Agreement") pursuant to the provisions of The Business Corporations Act (British Columbia) dated April 25, 2014 with Clear Creek Resources Ltd. ("Clear Creek") and Tarku Resources Ltd. ("Tarku Subco"), a wholly-owned subsidiary of ITUNA, whereby Clear Creek will amalgamate with Tarku Subco (the "Amalgamation"). The amalgamated entity will adopt Tarku Subco's name "Tarku Resources Ltd." ("Tarku Amalco"). Pursuant to the Amalgamation Agreement, each outstanding Clear Creek common share will be exchanged for one common share of ITUNA. In consideration, ITUNA will receive one common share of Tarku Amalco for every ITUNA common share issued to Clear Creek shareholders. On completion of the Amalgamation, Tarku Amalco will be a wholly-owned subsidiary of ITUNA. On completion of the Qualifying Transaction (defined below), ITUNA (the "Resulting Issuer") will continue to operate under its existing name, which name is expected to change upon approval at its 2014 shareholder meeting to Tarku Resources Ltd., or such other similar name as may be accepted by the relevant regulatory authorities. |
Pursuant to the Amalgamation Agreement, an aggregate of 11,375,000 ITUNA common shares at a deemed price of $0.10 will be issued to Clear Creek shareholders. Clear Creek does not have any other securities such as stock options or warrants, issued or outstanding. Upon completion of the Qualifying Transaction, ITUNA shareholders will hold approximately 25.9% of the issued and outstanding Resulting Issuer common shares and Clear Creek shareholders will hold approximately 74.1% of the issued and outstanding Resulting Issuer common shares.
ITUNA is a capital pool company listed on the TSX Venture Exchange. The Amalgamation will complete the previously announced qualifying transaction as per ITUNA's news release dated January 17, 2014, all in accordance with the rules and policies of the TSX Venture Exchange (the "Qualifying Transaction").
On April 23, 2014, the TSX Venture Exchange conditionally accepted the listing of additional common shares of the Resulting Issuer pursuant to the Qualifying Transaction. Additional details regarding the Qualifying Transaction can be found in the Filing Statement of ITUNA dated April 29, 2014 (the "Filing Statement") filed today on SEDAR at www.sedar.com. Subject to final acceptance of the TSX Venture Exchange Inc. and satisfaction of conditions in the Amalgamation Agreement, the Qualifying Transaction is scheduled to close on or about May 13, 2014.
About Clear Creek and the Resulting Issuer
Clear Creek was formed on March 21, 2011 for the purpose of exploring, developing and commercially exploiting precious metal projects in Westerns Canada. Clear Creek's focus is to further explore the Tarku Property (see ITUNA news release dated January 17, 2014) as recommended in the Technical Report dated January 31, 2014 entitled "Clear Creek Resources Ltd. Technical Report on the Tarku Exploration Project Northern Saskatchewan Canada" (also filed April 29, 2014 on SEDAR at www.sedar.com), with the objectives of confirming and expanding the extent of mineralization at target areas on the Tarku Property so that its potential for development can be determined.
On completion of the Qualifying Transaction, the business of Clear Creek will be the business of the Resulting Issuer.
ITUNA and Clear Creek have obtained an exemption from the sponsorship requirements of the TSX Venture Exchange Inc.
Trading Halt and Closing of Qualifying Transaction
The ITUNA common shares are currently halted from trading at ITUNA's request and will remain so until closing of the Qualifying Transaction.
ITUNA CAPITAL CORPORATION
Per: "Joseph Martin"
Joseph Martin, CEO
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
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.
Caution Concerning Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements relating to the plans for completion of the Qualifying Transaction, including the acquisition of Clear Creek and its properties, its business objectives; and the potential success of the foregoing. Forward-looking information includes statements that are not historical facts and are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in such statements, including without limitation: the risk that the Qualifying Transaction will not be approved by the TSX Venture Exchange; risk and uncertainties related to the Qualifying Transaction not being completed in the event that the conditions precedent thereto are not satisfied, uncertainties related to raising sufficient financing to fund any planned work on the Property in a timely manner and on acceptable terms. Forward-looking statements contained in the release are based on the beliefs, estimates, and opinions of management on the date the statements are made. There can be no assurance that such statements will prove accurate. Actual results may differ materially from those anticipated or projected. ITUNA undertakes no obligation to update these forward-looking statements if management's beliefs, estimates, opinions, or other factors, should change, other than as required by applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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