Click here to close now.

SYS-CON MEDIA Authors: Pat Romanski, Rex Morrow, Datical, Liz McMillan, John Wetherill, Ruxit Blog

News Feed Item

Spearmint Resources Inc. Announces Plan of Arrangement and Letter of Intent

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/06/14 -- Spearmint Resources Inc. (the "Company" or "Spearmint") (TSX VENTURE: SRJ) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Sheslay Mining Inc. ("Spinco"), a private British Columbia company in which the Company currently holds a nominal interest. The Company also wishes to announce that it has entered into a non-binding letter of intent (the "LOI") with Alliance Growers Corp. ("Alliance"), a private British Columbia company.

Pursuant to the Arrangement Agreement, the Company has agreed to transfer $20,000 cash to Spinco in consideration for the issuance of 800,000 common shares of Spinco (or 24.2%) and to distribute these common shares to the Company's shareholders on a pro-rata basis pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement").

The Company will seek approval of the Plan of Arrangement at an annual and special general meeting of its shareholders to be held on September 8, 2014 (the "Meeting"). Further information regarding the Arrangement Agreement, the Plan of Arrangement and the LOI will be set forth in the notice of meeting and information circular to be prepared in connection with the Meeting. Copies of the Arrangement Agreement and LOI will also be filed on SEDAR.

Should the Plan of Arrangement receive approval at the Meeting, it is anticipated that the Plan of Arrangement will be made effective shortly thereafter. Upon completion of the Plan of Arrangement, Spinco will become a reporting issuer in British Columbia and Alberta. Upon completion of the Plan of Arrangement, it is intended that Spinco will enter into a definitive agreement to acquire a business. Completion of the Plan of Arrangement is subject to certain conditions, including shareholder approval, the approval of the Supreme Court of British Columbia and the TSX Venture Exchange.

Should the Plan of Arrangement be implemented, it is anticipated that shareholders of the Company will:


--  retain their current interest in the Company; and
--  obtain a 24.2% interest in Spinco, which will be a reporting issuer in
    British Columbia and Alberta and will have approximately $20,000 in cash
    to acquire a business.

The directors of the Company have unanimously concluded that the Arrangement is in the best interests of the Company and fair to all shareholders of the Company.

The LOI contemplates that subsequent to and subject to completion of the Plan of Arrangement, Spinco and Alliance anticipate entering into a definitive agreement (the "Definitive Agreement"), whereby Spinco will pursue a transaction involving a potential business combination of Spinco and Alliance (the "Transaction"). The entering into of the Definitive Agreement remains subject to a number of conditions, including completion of satisfactory financial, legal and business due diligence in respect of Alliance and finalization of all key terms. Should Spinco and Alliance enter into the Definitive Agreement, the Transaction would remain subject to a number of further conditions. The Company and Alliance are at arm's length.

On behalf of the board of directors of

SPEARMINT RESOURCES INC.

Conrad Clemiss, President and Director

Cautionary Note Regarding Forward-Looking Information

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 Spearmint such as the statement that: (i) Spearmint may obtain the requisite approvals from shareholders, the Court and the TSX Venture Exchange; (ii) the Plan of Arrangement may be effected; (iii) the entry into and closing of the Definitive Agreement; and (iv) shareholders may receive 24.2% of the shares of Spinco. There are numerous risks and uncertainties that could cause actual results and Spearmint's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) the inability to obtain TSX Venture Exchange approval; (ii) the inability to obtain shareholder or Court approval; (iii) delays in setting and holding the Meeting; and (iv) other factors beyond Spearmint's control. 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 are expressly qualified in their entirety by this notice. Except as required by law, Spearmint assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.

Neither the 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 of this release.

Contacts:
Spearmint Resources Inc.
Conrad Clemiss
President and Director
(604) 646-6906
www.spearmintresourcesinc.com

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
“We are strong believers in the DevOps movement and our staff has been doing DevOps for large enterprise environments for a number of years. The solution that we build is intended to allow DevOps teams to do security at the speed of DevOps," explained Justin Lundy, Founder & CTO of Evident.io, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The 5th International DevOps Summit, co-located with 17th International Cloud Expo – being held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the...
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading in...
IBM has acquired Blue Box Group, Inc., a managed private cloud provider built on OpenStack. Customers benefit from the ability to more easily deploy workloads across hybrid cloud environments. Financial details were not disclosed. Enterprises are seeking ways to embrace all types of cloud to address a wide range of workloads. Today's announcement reinforces IBM's commitment to deliver flexible cloud computing models that make it easier for customers to move to data and applications across cloud...
SYS-CON Events announced today that MetraTech, now part of Ericsson, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Ericsson is the driving force behind the Networked Society- a world leader in communications infrastructure, software and services. Some 40% of the world’s mobile traffic runs through networks Ericsson has supplied, serving more than 2.5 billion subscribers.
ProfitBricks has an early preview of its new Docker hosting platform. The ProfitBricks Docker platform enables its customers to build fully-portable applications within the ProfitBricks cloud. Unlike other Docker platforms, ProfitBricks’ Docker provides developers and system administrators with a platform with dedicated resources that autoscales the Docker hosts. Early access customers will be able to utilize up to 2,500 CPU core hours as part of ProfitBricks’ early access Docker preview.
Containers Expo Blog covers the world of containers, as this lightweight alternative to virtual machines enables developers to work with identical dev environments and stacks. Containers Expo Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. Bookmark Containers Expo Blog ▸ Here Follow new article posts on Twitter at @ContainersExpo
2015 predictions circa 1970: houses anticipate our needs and adapt, city infrastructure is citizen and situation aware, office buildings identify and preprocess you. Today smart buildings have no such collective conscience, no shared set of fundamental services to identify, predict and synchronize around us. LiveSpace and M2Mi are changing that. LiveSpace Smart Environment devices deliver over the M2Mi IoT Platform real time presence, awareness and intent analytics as a service to local connecte...
"For over 25 years we have been working with a lot of enterprise customers and we have seen how companies create applications. And now that we have moved to cloud computing, mobile, social and the Internet of Things, we see that the market needs a new way of creating applications," stated Jesse Shiah, CEO, President and Co-Founder of AgilePoint Inc., in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will addresses this very serious issue o...
paradigm shifts in networking, to cloud and licensure, and all the Internet of Things in between. In 2014 automation was the name of the game. In his session at DevOps Summit, Matthew Joyce, a Sales Engineer at Big Switch, will discuss why in 2015 it’s complexity reduction. Matthew Joyce, a sales engineer at Big Switch, is helping push networking into the 21st century. He is also a hacker at NYC Resistor. Previously he worked at NASA Ames Research Center with the Nebula Project (where OpenSta...
While there are hundreds of public and private cloud hosting providers to choose from, not all clouds are created equal. If you’re seeking to host enterprise-level mission-critical applications, where Cloud Security is a primary concern, WHOA.com is setting new standards for cloud hosting, and has established itself as a major contender in the marketplace. We are constantly seeking ways to innovate and leverage state-of-the-art technologies. In his session at 16th Cloud Expo, Mike Rivera, Seni...
"Verizon Digital Media Services is responsible for the broadcast, video and content delivery network that accelerates, scales and helps our customers reach end users with all kinds of video and web content," stated James Segil, CMO of Verizon Digital Media Services, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The most often asked question post-DevOps introduction is: “How do I get started?” There’s plenty of information on why DevOps is valid and important, but many managers still struggle with simple basics for how to initiate a DevOps program in their business. They struggle with issues related to current organizational inertia, the lack of experience on Continuous Integration/Delivery, understanding where DevOps will affect revenue and budget, etc. In their session at DevOps Summit, JP Morgentha...
Health care systems across the globe are under enormous strain, as facilities reach capacity and costs continue to rise. M2M and the Internet of Things have the potential to transform the industry through connected health solutions that can make care more efficient while reducing costs. In fact, Vodafone's annual M2M Barometer Report forecasts M2M applications rising to 57 percent in health care and life sciences by 2016. Lively is one of Vodafone's health care partners, whose solutions enable o...