|By Marketwired .||
|February 10, 2014 10:17 AM EST||
TORONTO, ONTARIO -- (Marketwired) -- 02/10/14 -- Aumento Capital II Corporation ("Aumento") (TSX VENTURE:AQT.P), a Capital Pool Company, announces that is has filed with the Ontario Securities Commission (the "Commission") a non-offering prospectus dated February 4, 2014 (the "Prospectus") in connection with its previously announced proposed arm's length business combination (the "Proposed Transaction") with Goldstar Acquisitionco Inc. ("Goldstar") whereby all of the issued and outstanding securities of Goldstar will be exchanged for securities of Aumento. The Proposed Transaction is intended to constitute the "Qualifying Transaction" of Aumento, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Policy"). Under the Proposed Transaction, Aumento will acquire all of the issued and outstanding securities of Goldstar, such that Goldstar will become a wholly-owned subsidiary of Aumento (the "Resulting Issuer"). The TSXV has conditionally accepted the Qualifying Transaction and the Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the common shares and convertible debentures of the Resulting Issuer on the TSX. The closing date for the Proposed Transaction is expected to occur on February 11, 2014, or such other date as the parties may agree and is subject to the fulfillment of conditions required by the TSX and TSXV. In addition, Aumento filed articles today to consolidate its common shares by a ratio of one post-consolidated common share for every 20 pre-consolidated common share and to change its name to The Intertain Group Limited.
The following individuals were appointed to the board of directors of Aumento prior to the filing of the Prospectus: John FitzGerald, Mark Redmond, John Fielding, Stan Dunford, and Brent Choi (the "Goldstar Nominees"); and they, together with the existing directors, being David Danziger, Paul Pathak and Jim Walker, now constitute the board of directors. The Goldstar Nominees have provided undertakings to the TSXV that they shall: 1) resign as a director of Aumento if the TSXV does not issue a bulletin relating to the completion of the Qualifying Transaction within 90 days of their nomination to Aumento's board of directors; 2) comply in all respects with the restrictions contained in Part 8 of the TSXV's Policy in connection with the expenditures of funds raised prior to completion of the Qualifying Transaction; and 3) if Aumento is delisted while still a Capital Pool Company, provide written confirmation to the TSXV no later than 90 days from the date of delisting, that the Goldstar Nominees have complied with the undertakings in items 1 and 2.
The TSX Venture Exchange Inc. has in no way passed judgement upon the merits of the proposed Transactions and has neither approved nor disapproved the contents of this press release.
Certain statements included herein, including those that express expectations or estimates by Aumento of its future performance constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Aumento at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward looking statements. Except as required by law, Aumento does not intend, and undertake no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.