GALENA INTERNATIONAL RESOURCES LTD. ("GTO")
[formerly Galena International Resources Ltd. ("GTO.P"),
Kernow Resources & Development Ltd. ("KRD")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Amalgamation, Resume Trading, Delist
BULLETIN DATE: March 5, 2010
TSX Venture Tier 2 Companies
TSX Venture Exchange (the 'Exchange') has accepted for filing Galena International Resources Ltd.'s (the 'Company' or 'Galena') Qualifying Transaction (the 'QT') and related transactions, all as principally described in its filing statement dated February 15, 2010 (the 'Filing Statement'). As a result, effective at the opening Monday, March 8, 2010, the Company will no longer be considered a Capital Pool Company and will resume trading. The QT includes the following matters, all of which have been accepted by the Exchange:
1. Qualifying Transaction / Amalgamation:
Galena, Kernow Resources & Development Ltd. ("Kernow") and Green Bull Energy Inc. ("Green Bull") agreed to merge on September 9, 2009 via letter of intent (the "LOI") which was superseded by an amalgamation agreement dated November 25, 2009 (the "Amalgamation Agreement"). Pursuant to the terms of the Amalgamation Agreement, Green Bull and Kernow, have amalgamated by way of a three-cornered amalgamation under section 277 of the Business Corporations Act (British Columbia) to form Green Bull Resources Ltd. ("GBR") (the "Amalgamation") and Galena has acquired all of the issued and outstanding shares of GBR, (collectively the "Merger"). The material terms of the Merger are:
* Green Bull has merged with Kernow to form GBR, a new British Columbia corporation; and
* Galena has acquired all of the issued and outstanding shares of GBR in consideration of the issuance of Galena shares to the former shareholders of Green Bull and Kernow on the following basis:
o 3:1 basis (three Kernow shares for one new Galena share); and
o 1.864:1 basis (1.864 Green Bull shares for one new Galena share).
Finder's Fee: N/A
Insider / Pro Group Participation: None. At the time the Amalgamation Agreement was entered into the Company was at arm's length to the Kernow and Green Bull.
The Exchange has been advised that the above transactions, (which did not require shareholder approval from Galena's shareholders) was approved by shareholders of Kernow and Green Bull on December 23, 2009, and December 1, 2009 respectively, have been completed.
In addition, the Exchange has accepted for filing the following:
2. Resume Trading, Symbol Change & Delist:
Effective at the opening Monday, March 8, 2010, the common shares of Galena International Resources Ltd. will resume trading and the common shares of Kernow Resources & Development Ltd. will be delisted.
Symbol: GTO same symbol as CPC but with .P removed
Capitalization: Unlimited common shares with no par value of which
22,227,686 common shares are issued and outstanding
Escrow: 6,805,319 common shares are subject to a 36 month staged release escrow
The Company is classified as a "Mineral Exploration & Development" company.
Company Contact: Randy Turner, CEO, President & Director
Company Address: 1410 - 650 West Georgia Street
Vancouver, BC V6B 4N8
Company Phone Number: (604) 687-6644
Company Fax Number: (604) 687-1448
Company Email Address: rturner@canterraminerals.com
TSX-X
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