DESMOND INVESTMENTS LTD. ("DLC")
Formerly Desmond Investments Ltd. ("DLC.P")
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Non-Brokered, Reinstated for Trading
BULLETIN DATE: April 25, 2014
TSX Venture Tier 2 Company
Reinstated for Trading:
Effective at the Opening on Monday, April 28, 2014, trading will be reinstated in the securities of the Company.
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated April 17, 2014. As a result, at the opening on April 28, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
1. Acquisition:
The acquisition of all of the shares of Emvest Nuts (Pty) Ltd. for a consideration of 4,545,455 Preferred Shares of the Company.
The Preferred Shares are non-voting and rank equally with the Company's Common Shares with respect to dividends paid and any distribution upon the liquidation, winding up or dissolution of the Company.
The Preferred Shares are convertible into Common Shares on a 1:1 basis at the election of the Company and in any event as to 50% on the first anniversary of the Closing Date with the residual automatically converted on the second anniversary.
All Preferred Shares are subject to a 3-year Value Escrow.
2. Non-Brokered-Private Placement:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced April 26, 2013 and October 9, 2013, February 4, 2014 and April 9, 2014.
Number of Shares: 2,856,675 shares
Purchase Price: $0.15 per share
Warrants: 2,856,675 share purchase warrants to purchase 2,856,675 shares
Warrant Exercise Price: $0.20 for a one year period
$0.20 in the second year
The warrants are subject to an accelerated expiry date in certain circumstances at the Company's option.
Number of Placees: 29 placees
Insider / Pro Group Participation: N/A
Finder's Fee: N/A
The Exchange has been advised that the above transactions have been completed.
Capitalization: Unlimited Common Shares with no par value of which
15,356,675 Common Shares are issued and outstanding
4,545,455 Preferred Shares are also outstanding
Escrow: 10,000,000 Common Shares and
4,545,455 Preferred Shares
Symbol: DLC (same symbol as CPC but with .P removed)
Note: The capitalization figures are after giving effect to the share issuances relating to the acquisition and the private placement.
Insider / Pro Group Participation: N/A
The Company is classified as an "Industrial" company.
Company Contact: Mark Pajak
Company Address: 1600 - 609 Granville St., Vancouver, BC V7Y 1C3
Company Phone Number: +44 207 002 1027
Company Fax Number: + 44 207 681 2101
Company Email Address: mp@desmondandcompany.com
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