PRIME MERIDIAN RESOURCES CORP. ("PMR")
[formerly Mersington Capital Inc. ("MSG.P")]
BULLETIN TYPE: Qualifying Transaction-Completed, Private Placement-Brokered, Reinstated For Trading, Name Change and Consolidation
BULLETIN DATE: February 27, 2007
TSX Venture Tier 2 Company
Qualifying Transaction-Completed
TSX Venture Exchange has accepted for filing the arm's length Qualifying Transaction of Mersington Capital Inc. (the Company or Mersington), described in its Filing Statement dated February 8, 2007 (the "Filing Statement") As a result, at the opening on February 28, 2007, the Company will no longer be considered a Capital Pool Company.
The Qualifying Transaction includes, among other things, the acquisition (the Acquisition) by the Company of Prime Meridian Resources Inc., a private mining issuer, through the issuance of a total of 30,892,260 post-consolidated common shares of Mersington, as described below, at a deemed price of $0.50 per share for a total deemed value of $15,446,150. These shares are subject to a Tier 2 Surplus Escrow Agreement.
The Qualifying Transaction also involves a two for one consolidation of Mersington's common shares, a change of name of the Company to Prime Meridian Resources Corp (the Resulting Issuer), as well as a brokered private placement for gross proceeds of $3,000,000, all as described below. Pursuant to the Company's information circular dated January 18, 2007 (the Information Circular), Mersington sought the approval of its shareholders for, among other things, the share consolidation and the name change.
For a complete description of the Qualifying Transaction and the business of the Resulting Issuer please refer to the Company's Filing Statement dated February 8, 2007. For a description of the consolidation and name change, among other things, please refer to the Company's Information Circular dated January 18, 2007. The Filing Statement and Information Circular are filed on SEDAR (www.sedar.com).
The Exchange has been advised that the above transaction, as disclosed in the Filing Statement and Information Circular, has been completed.
The Resulting Issuer is classified as a mining company.
Insider / Pro Group Participation (Post-Consolidation and Post-Brokered Private Placement):
Insider=Y /
Name ProGroup=P # of Shares
Michael Senn Y 2,878,022 Common Shares
Paul Ramsay Y 250,000 Common Shares
William Anderson Y 100,000 Common Shares
G Frank Joklik Y 50,000 Common Shares
Mark Fields Y 100,000 Common Shares
Barrett Hanson Y 50,000 Common Shares
Primrose Drilling Ventures Ltd. Y 28,114,238 Common Shares
(Alice Gardner, Anne Baxter,
Jane Boreta, Lauren Boreta,
Justin Boreta)
John Boreta Y 220,000 Common Shares
Private Placement---Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement of post-consolidation common shares of the Resulting Issuer completed in conjunction with and as a condition of closing of the Qualifying Transaction, announced on November 16, 2006:
Number of Shares: 6,000,000 common shares
Purchase Price: $ 0.50 per common share
Warrants: 3,000,000 share purchase warrants, each warrant entitling the holder to purchase one common share at a price of $1.10 per share until August 22, 2008, subject to reduction of the exercise period as set forth below.
Warrant Exercise Price: $1.10 per share until August 22, 2008, unless the weighted average price of the common shares is at or above $1.10 per share for 30 consecutive trading days at any time after May 22, 2007, in which case, the Resulting Issuer may, by notice to the holders of the warrants, reduce the remaining exercise period to not less than 30 days from the date of such notice.
Number of Placees: 165 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P / # of Shares
William Anderson Y 100,000 Common Shares
G Frank Joklik Y 50,000 Common Shares
Mark Fields Y 100,000 Common Shares
Barrett Hanson Y 50,000 Common Shares
Alice Gardner Y 100,000 Common Shares
John Boreta Y 220,000 Common Shares
Agent: Canaccord Capital Corporation
Commission: 10% cash commission and broker's warrants to acquire 590,000 common shares at a price of $0.75 per share until August 22, 2008.
Finder's Fee: 1,061,825 common shares issued to Canaccord Capital Corporation
Reinstated For Trading
Further to TSX Venture Exchange Bulletin dated November 24, 2006, the Exchange has now accepted for filing the Company's Qualifying Transaction, which is described above.
As a result, effective at the opening, February 28, 2007, trading will be reinstated in the common shares of the Company.
Name Change and Consolidation
Pursuant to a resolution passed by shareholders on February 16, 2007, the Company has consolidated its capital on a two old for one new basis. The name of the Company has also been changed from Mersington Capital Inc. to Prime Meridian Resources Corp.
Effective at the opening February 28, 2007, the common shares of Prime Meridian Resources Corp will commence trading on TSX Venture Exchange, and the common shares of Mersington Capital Inc. will be delisted.
Post-Consolidation Capitalization: Unlimited common shares with no par value of which 42,443,335 common shares are issued and outstanding.
Escrow: 31,442,460 common shares are subject to escrow.
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: PMR (new)
CUSIP Number: 74162C 10 2 (new)
Company Contact: Michael Senn
President and Chief Executive Officer
Company Address: 1800, 840-7th Ave. SW.
Calgary, Alberta T2P 3G2
Company Phone Number: (403) 777-9210
Company Fax Number: (403) 232-6875
TSX-X
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