HERMES FINANCIAL INC. ("HFI")
[formerly Hermes Financial Inc. ("HFI.P")]
BULLETIN TYPE: Reinstated for Trading, Qualifying Transaction-Completed/New Symbol
BULLETIN DATE: December 24, 2009
TSX Venture Tier 2 Company
Further to TSX Venture Exchange Bulletin dated September 22, 2009, the Company has now completed its Qualifying Transaction.
Effective at the opening, December 29, 2009, trading will be reinstated in the securities of the Company (CUSIP # 42751R 10 3).
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Information Circular dated November 23, 2009. As a result, at the opening on December 29, 2009, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction involves the acquisition (the Acquisition) by the Company of certain oil and gas wells located in the Valhalla, Belshill Lake and Sullivan Lake areas of Alberta (collectively, the Assets) from Hermes Energy Corp (HEC), 1384388 Alberta Ltd. (Numberco), and 1135054 Alberta Ltd (collectively, the Vendors), as reflected in an acquisition agreement dated September 21, 2009, as amended, entered into between the Company and the Vendors. The purchase price for the Assets was comprised of 12,000,000 units of the Company (the Units) issued at a price of $0.10 per Unit and the payment of $500,000 in cash, with up to an additional $600,000 payable in cash over a three year period following closing, in the event that certain operational and production targets are satisfied. Each Unit consists of one common share and one share purchase warrant of the Company, with each warrant entitling the holder to purchase one common share at a price of $0.15 per share for a period of 24 months after closing.
The Acquisition involves related parties since HEC, one of the Vendors, is owned and controlled equally by Christopher Yee and David Wehrhahn, both of whom are directors of the Company, and Numberco, another of the Vendors, is 25% owned by David Burroughs, a director of the Company. As a result, the Acquisition was required to be approved by a majority of the minority shareholders of the Company.
The Exchange has been advised that the above transactions, approved by Shareholders on December 18, 2009, have been completed.
There are now a total of 13,199,240 common shares subject to escrow, with 10,799,240 shares subject to a Tier 2 Surplus Escrow Agreement and 2,400,000 shares subject to a CPC Escrow Agreement.
Capitalization: Unlimited shares with no par value of which
24,400,000 shares are issued and outstanding
Escrow: 10,799,240 shares
Symbol: HFI (same as CPC, except that ".P" is removed)
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Hermes Energy Corp. (Christopher Yee and David Wehrhahn) Y 6,131,720
1384388 Alberta Ltd. (David Burroughs as to 25%) Y 4,667,520
The Company is classified as an "oil and gas exploration and development" company.
TSX-X
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