Zoolander Corporation: Update on Proposed Qualifying Transaction
29 Junho 2010 - 1:30PM
Marketwired Canada
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
Zoolander Corporation ("Zoolander") (TSX VENTURE:ZOO.H) is pleased to announce
two further developments in connection with its proposed qualifying transaction
(the "Proposed Qualifying Transaction") pursuant to the policies of the TSX
Venture Exchange (the "Exchange") announced May 26, 2010.
Private Placement of Subscription Receipts
Zoolander is pleased to announce that Adsani Exploration (Proprietary) Limited
("Adsani") has completed the previously announced non-brokered private placement
of subscription receipts of Adsani, issuing an aggregate of 10,000,000
subscription receipts for gross proceeds of $2 million (the "Private
Placement").
Each subscription receipt will convert, without payment of additional
consideration, into one unit ("Unit") of Adsani, each Unit being comprised of
one ordinary share of Adsani and one ordinary share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder to acquire one ordinary share
of Adsani at a price of $0.50 per share for a period of two years from the date
of completion of the Proposed Qualifying Transaction. The Adsani shares and
warrants will be exchanged for common shares and common share purchase warrants
of Zoolander on a one-for-one basis pursuant to the Proposed Qualifying
Transaction.
The gross proceeds of the Private Placement have been deposited in escrow
pending the satisfaction of certain escrow release conditions, including the
receipt of Zoolander of the conditional approval of the Exchange for the
Proposed Qualifying Transaction. In the event that the escrow release conditions
have not been met prior to August 31, 2010, the proceeds from the sale of the
subscription receipts are to be returned to the subscribers.
Engagement of Sponsor
Zoolander also announces that it has entered into a letter agreement Pope &
Company Ltd. (the "Sponsor") whereby the Sponsor has agreed to act as sponsor
for the Proposed Qualifying Transaction.
Pursuant to the terms of the agreement, Zoolander will pay the Sponsor a
sponsorship fee of $25,000 upon completion of the Proposed Qualifying
Transaction, which fee is to be payable in the share capital of Zoolander on a
price per share basis that is equivalent to the price per share of the Private
Placement. The Sponsorship Fee will be payable upon the completion of the
Qualifying Transaction. In addition, Zoolander has agreed to pay the reasonable
expenses, legal fees and disbursements of the Sponsor in connection with the
sponsorship.
Subject to certain terms and conditions, the Sponsor will prepare and submit a
Sponsor Report to the Exchange. An agreement to sponsor should not be construed
as any assurance with respect to the merits of the Proposed Qualifying
Transaction or the likelihood of completion of same.
The Proposed Qualifying Transaction
The completion of the Proposed Qualifying Transaction remains subject to the
approval of the Exchange and all other necessary regulatory approvals. It is
also subject to additional conditions precedent, including approvals required
under applicable corporate or securities laws, satisfactory completion of due
diligence reviews by the parties and certain other conditions customary for
transactions of this nature.
Trading of the Zoolander Shares has been halted as required by Exchange policies.
No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein. The Exchange has in no
way passed upon the merits of the Proposed Qualifying Transaction.
As noted above, completion of the Proposed Qualifying Transaction is subject to
a number of conditions, including, but not limited to, acceptance by the
Exchange and NEX. The Proposed Qualifying Transaction cannot close until the
required approvals have been obtained. There can be no assurance that the
Proposed Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement or
information circular of Zoolander to be prepared in connection with the Proposed
Qualifying Transaction, any information released or received with respect to the
Proposed Qualifying Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Zoolander should be considered to
be highly speculative.
This press release contains projections and forward-looking information that
involve various risks and uncertainties regarding future events. Such
forward-looking information can include without limitation statements based on
current expectations involving a number of risks and uncertainties and are not
guarantees of future performance of Zoolander. These risks and uncertainties
could cause actual results and Zoolander's plans and objectives to differ
materially from those expressed in the forward-looking information. Actual
results and future events could differ materially from those anticipated in such
information. These and all subsequent written and oral forward-looking
information are based on estimates and opinions of management on the dates they
are made and expressly qualified in their entirety by this notice. Zoolander
assumes no obligation to update forward-looking information should circumstances
or management's estimates or opinions change. These plans, expectations, risks
and uncertainties are detailed herein and from time to time in the filings made
by Zoolander with the TSXV/NEX and securities regulators. Zoolander does not
assume any obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law.
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