VANCOUVER, BRITISH COLUMBIA - (Marketwire - Sept. 5, 2008) - AXEA Energy Inc. ("AXEA" or the "Company") (TSX VENTURE:AXT.P) announces that the Company and AgriMarine Industries Inc. ("AgriMarine") have signed a definitive agreement providing for the Qualifying Transaction as previously announced in AXEA's news releases of January 3, 2008 and February 4, 2008.
Pursuant to the parties' agreement, AgriMarine will complete a statutory amalgamation (the "Transaction") with a newly formed wholly-owned subsidiary of AXEA, under which AgriMarine shareholders will receive 0.33 of an AXEA common share for every one (1) AgriMarine common share held, with warrants, options and convertible debentures of AgriMarine being exchanged for warrants, options and convertible debentures of AXEA in proportion to the share exchange. AgriMarine currently has 44,692,419 outstanding common shares and a further 1,229,701 shares reserved for issuance for outstanding convertible debentures. AXEA currently has 6,000,000 outstanding common shares and a further 800,000 shares reserved for issuance for outstanding options and warrants.
As announced in AXEA's news release of August 6, 2008, AXEA will also proceed with a non-brokered private placement (the "Non-Brokered Financing") of up to 3,125,000 subscription receipts ("Subscription Receipts") at a price of $0.32 per Subscription Receipt for gross proceeds of up to $1,000,000 and a brokered private placement (the "Brokered Financing") of subscription receipts for gross proceeds of up to $3 million with Union Securities Ltd. ("Union") acting as agent in respect of the Brokered Financing. As at the date hereof, AXEA has issued 841,250 Subscription Receipts pursuant to the Non-Brokered Financing.
The price of the securities issuable under the Brokered Financing will be determined by the Company and Union at a later date.
The Transaction and related transactions, including the Non-Brokered Financing and the Brokered Financing, are subject to the approval of the TSX Venture Exchange.
On completion of the Transaction, and assuming the Non-Brokered Financing and Brokered Financing are fully subscribed, AXEA will have a total of 33,597,473 shares issued (assuming a base price per subscription receipt under the Brokered Financing of $0.32). Of the issued shares, 44.3% will be held by existing AgriMarine shareholders, 17.9% will be held by existing AXEA shareholders, and 37.2% will have been issued to the private placement investors. Of the shares reserved for issuance pursuant to warrants, options and convertible debentures, 68.8% will have been reserved further to the private placements, 9.9% will have been reserved for issuance to existing holders of AXEA options and approximately 13.5% will have been reserved for issuance to holders of AgriMarine convertible debentures.
AXEA will pay a non-arm's length party a finder's fee of 100,000 common shares and issue 100,000 warrants (exercisable at $0.40 per share for 18 months from the date of completion of the Transaction).
The parties have agreed to use their best efforts to complete the Transaction by October 31, 2008. Management of AXEA will prepare a filing statement to be filed on SEDAR outlining the details of the Transaction. AgriMarine will hold a shareholders' meeting on September 26, 2008 to approve of the Transaction. AXEA will hold an annual general meeting of its shareholders on October 3, 2008 to, among other things, elect two nominees of AgriMarine to the Board of Directors of AXEA, such nominees to resign from the Board in the event that the Transaction is not completed.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. Where applicable, the Qualifying Transaction cannot close until any required shareholder approvals are obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of AXEA should be considered highly speculative.
The information in this news release relating to AgriMarine has been provided by AgriMarine.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Website: www.axea.ca
Tags: ,Energy and Utilities,Oil and Gas ,TAKEOVERS/ LETTER of INTENT
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