Bitumen") whereby Bitumen and Epcylon will enter into an Asset Purchase Agreement (as defined hereunder) (the "Transaction") which will constitute Bitumen's qualifying transaction (the "Qualifying Transaction"), as per Policy 2.4 of the TSX Venture Exchange (the "Exchange" or "TSXV").
Pursuant to the terms of the MOU, subject to execution of a definitive asset purchase agreement ("Asset Purchase Agreement") and receipt of applicable regulatory and Exchange approvals, Bitumen will issue to Epcylon's shareholders 182,202,994 common shares of the CPC in exchange for all the assets of the Company, as further agreed upon by the Parties. The MOU is intended to be binding upon the Parties until execution of the definitive Asset Purchase Agreement.
There are currently 13,150,001 common shares of the CPC issued and outstanding and 1,315,000 allotted stock options entitling the holders, certain officers and directors of Bitumen to acquire common shares of the CPC (the "Stock Option(s)"). Each Stock Option entitles its holder to acquire a common share of the CPC at a price of $0.10 per common share at any time up to October 17, 2017. Upon completion of the Transaction, all of the 1,315,000 issued and outstanding Stock Options to officers and directors of Bitumen shall be cancelled.
Prior to closing of the Transaction, Bitumen will complete a reverse split of its common shares consisting in one (1) old share for 0.538 new shares, resulting in an aggregate number of 7,000,000 issued and outstanding common shares of Bitumen.
Current shareholders of Bitumen will hold approximately 3.7 per cent and current holders of the Company will hold approximately 96.3 per cent of the resulting issuer's common shares issued and outstanding before giving effect to the Private Placement described below.
The Transaction is not a "Non-Arm's Length Transaction" under the Exchange's policies.
Concurrently with the Qualifying Transaction, the parties intend to complete a non brokered private placement for total proceeds of USD$1,000,000 consisting of secured convertible debentures with a three (3) year term and yielding at 8 per cent at a price of US$0.20 per secured convertible debenture and one half share purchase warrant, each whole share purchase warrant entitling its holder to purchase one common share of the Resulting Issuer at a price of USD$0.30 per common share within 24 months from the date of the issuance of the warrant (the "Private Placement").
Closing and final acceptance of the Transaction are subject to the satisfaction of certain conditions, including the completion of a satisfactory due diligence, the execution of the Asset Purchase Agreement, obtaining required approval by shareholders, if applicable, third party and regulatory authorities and completion of the Private Placement. There are no guarantees that the Qualifying Transaction will be completed as proposed or at all.
- See more at: http://globenewswire.com/news-release/2015/10/19/777358/10152877/en/Epcylon-Technologies-Inc-Enters-Into-MOU-With-Bitumen-Capital.html#sthash.dPRf10Fj.dpuf