TORONTO,
Aug. 28, 2013 /CNW/ - Folkstone
Capital Corp. (FKS.P:TSXV) ("Folkstone") and Sophia Capital
Corp. (SCQ.P:TSXV) ("Sophia") are pleased to announce the
successful completion of the previously announced amalgamation
pursuant to the Business Corporations Act (British Columbia) (the "Amalgamation")
on August 27, 2013. The name of the
corporation created by the Amalgamation is Folkstone Capital Corp.
(the "Resulting Issuer"). The Resulting Issuer is a capital
pool company under Policy 2.4 (Capital Pool Companies)
("Policy 2.4") of the TSX Venture Exchange (the
"TSXV"). The Resulting Issuer will have 12 months from the
date the shares of the Resulting Issuer are listed on the TSXV to
complete a Qualifying Transaction (as such term is defined in
Policy 2.4).
The Amalgamation was approved by the
shareholders of each company on August 27,
2013 and remains subject to the receipt of final regulatory
approval from the TSXV.
Upon completion of the Amalgamation (i) each
issued and outstanding share of Folkstone was exchanged for one (1)
share of the Resulting Issuer, (ii) each issued and outstanding
share of Sophia was exchanged for 1.09 shares of the Resulting
Issuer, and (iii) each convertible security of Folkstone now
entitles the holder thereof to purchase one (1) share of the
Resulting Issuer at an exercise price equal to the exercise price
specified in the agreement governing such convertible security. In
accordance with Policy 2.4, the share exchange ratio was based on
the cash value of each company on a pre-transaction basis.
Accordingly, the Resulting Issuer issued an aggregate of 4,150,000
shares to Folkstone shareholders and an aggregate of 1,716,749
shares to Sophia shareholders. Following the completion of the
Amalgamation, 5,866,749 shares are issued and outstanding and
Folkstone shareholders collectively own 71% of the issued and
outstanding shares of the Resulting Issuer and Sophia shareholders
collectively own 29% of the issued and outstanding shares of the
Resulting Issuer (in each case, calculated on a non-diluted basis).
2,544,999 of the shares issued by the Resulting Issuer are subject
to escrow pursuant to the policies of the TSXV.
The shares of the Resulting Issuer have been
conditionally approved for listing on the TSXV and will commence
trading under the symbol "FKS.P" following the issuance by the TSXV
of a final bulletin concerning completion of the Amalgamation.
The Resulting Issuer's board of directors is
comprised of Eric Owens,
Mario Miranda and Eddy Canova. The management team of the
Resulting Issuer consists of Eric
Owens as Chief Executive Officer and Mario Miranda as Chief Financial Officer and
Secretary.
Detailed information about each of Folkstone,
Sophia and the Resulting Issuer is disclosed in the joint
information circular of Folkstone and Sophia dated July 28, 2013 which was distributed to
shareholders of Folkstone and Sophia and is available on SEDAR at
www.sedar.com.
The information in this news release includes
certain information and statements about management's view of
future events, expectations, plans and prospects that constitute
forward looking statements. These statements are based upon
assumptions that are subject to significant risks and
uncertainties. Because of these risks and uncertainties and as a
result of a variety of factors, the actual results, expectations,
achievements or performance may differ materially from those
anticipated and indicated by these forward looking statements.
Although the Resulting Issuer believes that the expectations
reflected in forward looking statements are reasonable, it can give
no assurances that the expectations of any forward looking
statements will prove to be correct. Except as required by law, the
Resulting Issuer disclaims any intention and assumes no obligation
to update or revise any forward looking statements to reflect
actual results, whether as a result of new information, future
events, changes in assumptions, changes in factors affecting such
forward looking statements or otherwise.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Folkstone Capital Corp.