PRIMA COLOMBIA HARDWOOD INC. COMPLETES ACQUISITION OF REM FOREST PRODUCTS INC. AND CLOSING OF $5,500,000 FINANCING
2010年9月23日 - 4:32AM
PR Newswire (Canada)
VANCOUVER, Sept. 22 /CNW/ -- TSXV: PCT VANCOUVER, Sept. 22 /CNW/ -
Prima Colombia Hardwood Inc., (TSX-V:PCT) ("Prima Colombia" or the
"Company") is pleased to announce that it has completed its
acquisition (the "Acquisition") of all of the issued and
outstanding shares of REM Forest Products Inc. ("REM Forest")
effective September 21, 2010 and it is expected that trading in its
common shares will recommence under its new name "Prima Colombia
Hardwood Inc." (symbol PCT.V) on the TSX Venture Exchange on
September 23, 2010. Transaction Summary The Acquisition was
effected by way of a share purchase agreement among Prima Colombia,
REM Forest and the shareholders of REM Forest pursuant to which the
holders of all of the issued and outstanding shares of REM Forest
received common shares in Prima Colombia and REM Forest has become
a wholly-owned subsidiary of Prima Colombia. Under the terms of the
Acquisition: 1. each REM Forest shareholder received 1.9 common
shares in Prima Colombia for every common share of REM Forest held,
resulting in the issuance of a total of 130,234,495 Prima Colombia
shares to the REM Forest shareholders; 2. an aggregate of
50,000,000 of the Prima Colombia shares issued to key management
members of Prima Colombia have been placed into a performance
escrow agreement pursuant to which they will be released based on
certain performance criteria to be achieved prior to December 31,
2015; 3. Prima Colombia has granted a total of 21,597,459 new stock
options to directors, officers, consultants and charities,
exercisable at a price of $0.22 per share expiring on September 21,
2020. Private Placement In connection with closing of the
Acquisition, Prima Colombia completed a non-brokered private
placement of 27,500,000 units at a price of $0.20 per unit for
gross proceeds of $5,500,000. Each unit consisted
of one common share and one common share purchase warrant (a
"Warrant"), with each Warrant entitling the holder to acquire one
additional common share at a price of $0.35 per share for a period
of five years expiring September 21, 2015. In connection with the
private placement, Prima Colombia paid a finder a cash commission
equal to 6.0% of the gross proceeds of the private placement.
In addition, in connection with the Acquisition, Endeavour
Financial received 2,604,690 common shares and a cash fee equal to
1% of the proceeds of the private placement pursuant to the terms
of its mandate agreements with Prima Colombia. The common shares
and Warrants issued under the private placement and to Endeavour
Financial are subject to a hold period expiring January 22, 2011.
Directors and Officers of Prima Colombia The board of directors and
the officers of Prima Colombia are: Donald P. Hayes - Chief
Executive Officer and Director Harold F. Hayes - Chief Operating
Officer, Interim Chief Financial Officer and Director Harald Ludwig
- Director Grant Stonehouse - Director Gordon Keep - Director Kim
Galavan - Corporate Secretary In addition, Ian Telfer has been
appointed as a senior advisor and consultant to Prima Colombia.
About Prima Colombia Prima Colombia Hardwood Inc. is a Canadian
based forest products company focused on international tropical
hardwood timber development, production and marketing. Prima
Colombia's operations are located near Bahia Solano, Department of
Choco on the west coast of the Republic of Colombia. Prima
Colombia Properties Prima Colombia, through its Colombian domiciled
subsidiary, REM International CISA, has entered into an initial
exclusive timber license agreement (the "Timber Agreement"). The
Timber Agreement provides it with the exclusive right to harvest
1,050,000 cubic meters of hardwood from a 44,596 hectares region
located in Bahia Solano, Department of Choco on the west coast of
the Republic of Colombia. The Timber Agreement was entered into
with the community of Los Delfines with the support and cooperation
of the Government of Colombia. Pursuant to Colombian forestry
regulations, the Government of Colombia has authorized the cutting,
harvesting and export of logs harvested under the Timber Agreement.
REM International CISA will be one of the first to harvest and
export from what the International Tropical Timber Organization
(ITTO) calls one of the world's largest untapped hardwood timber
supplies. The harvesting will be carried out using sustainable,
selective, low intensity, helicopter logging which is both highly
regarded as having low environmental impact and involves no 'clear
cutting'. All required environmental, export and port permits are
either issued or issuance is subject to the start of commercial
operations. A pre-production Forest Stewardship Council
certification ("FSC") review has been completed and application for
FSC certification will be made when commercial operations have
commenced. Prima Colombia intends to explore the opportunity to
increase the number of forest licences in Colombia and
significantly increase the amount of timber shipped over the next 5
years. "This is a unique forestry opportunity and we are very
pleased to be able to apply our over 50 years of Hayes timber
experience to Prima Colombia," says CEO Donald Hayes. Prima
Colombia Capitalization On completion of the Acquisition and
related transactions, Prima Colombia has 274,845,560 common shares
issued and outstanding, of which 50,000,000 are performance shares,
27,500,000 warrants outstanding and 26,547,459 options outstanding.
Haywood Sponsorship Haywood Securities Inc. ("Haywood"), acted as
Prima Colombia's sponsor for the Acquisition, in consideration for
which Haywood received a sponsorship fee of $75,000. Additional
Information Additional details regarding the Acquisition and
related transactions, including with respect to the business and
properties of Prima Colombia, are contained in the Filing Statement
of the Company dated September 17, 2010, which is available under
Prima Colombia's profile on SEDAR at www.sedar.com. Early Warning
Requirements Pursuant to the Acquisition, Donald Hayes has acquired
ownership and control over 39,520,999 common shares of the Company
at a deemed price of $0.04 per share under the takeover bid
exemption provided in section 2.16 of NI 45-106 and the right to
acquire a further 5,796,484 common shares of the Company. The
39,520,999 common shares represent 14.38% of the issued and
outstanding common shares of the Company. Assuming Mr. Donald
Hayes acquired the additional 5,796,484 common shares, he would
hold 45,317,483 common shares representing 16.15% of the partially
diluted issued and outstanding shares of the Company. Pursuant to
the Acquisition, Harold Hayes (same address as shown below) has
acquired ownership and control over 28,967,666 common shares of the
Company at a deemed price of $0.05 per share under the takeover bid
exemption provided in section 2.16 of NI 45-106 and the right to
acquire a further 4,530,975 common shares of the Company. The
28,967,666 common shares represent 10.54% of the issued and
outstanding common shares of the Company. Assuming Mr. Harold
Hayes acquired the additional 4,530,975 common shares, he would
hold 33,498,641 common shares representing 11.99% of the partially
diluted issued and outstanding shares of the Company. The Company
understands neither Donald Hayes nor Harold Hayes act jointly or in
concert with any other persons and that they have each acquired the
securities for investment purposes. The Company understands
that they have no present intention to acquire further securities
of the Company, although they may acquire or dispose of securities
of the Company through the market, privately or otherwise, as
circumstances or market conditions warrant. Copies of the Early
Warning Reports filed with the applicable securities regulators
regarding the Acquisition are available on SEDAR (www.sedar.com).
Copies of the Early Warning Reports and further information may
also be obtained by contacting Kim Galavan, Secretary of the
Company, at 604-568-4755. Forward-Looking Information This news
release contains "forward-looking information", which may include,
but is not limited to, statements with respect to the future
financial or operating performance of Prima Colombia and its
subsidiaries. Often, but not always, forward-looking statements can
be identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or believes" or variations (including
negative variations) of such words and phrases, or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of Prima Colombia to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Forward-looking statements
contained herein are made as of the date of this press release and
Prima Colombia disclaims, other than as required by law, any
obligation to update any forward-looking statements whether as a
result of new information, results, future events, circumstances,
or if management's estimates or opinions should change, or
otherwise. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, the reader is cautioned not to place undue
reliance on forward-looking statements. 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 news release. p
align="justify"Donald Hayesbr/Chief Executive Officer and
Directorbr/Suite 1310 - 1090 West Georgia St.br/Vancouver, BC V6E
3V7br/Tel: 604-568-4755br/Fax:
604-568-4756br/Website: a
href="http://www.primahardwood.com"www.primahardwood.com/a/p
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