TORONTO, ONTARIO--(Marketwire - July 11, 2012) - Augen Capital Corp. ("Augen" or "the Company") (TSX VENTURE:AUG) announces that it has entered into a binding combination agreement (the "Agreement") with Nexxt Potash Inc. ("Nexxt") to acquire 100% of the outstanding shares of Nexxt pursuant to an amalgamation transaction (the "Transaction"). Nexxt is a private company incorporated under the Canada Business Corporations Act, holding rights to numerous potash leases in Saskatchewan.
Note: At the Augen Annual General Meeting held on June 28,2012, the shareholders of Augen approved a resolution to change the name of the corporation to Gensource Capital Corp. Augen intends to complete this name change as soon as all regulatory procedures and proper filings have been completed.
Pursuant to the Agreement, Nexxt will amalgamate with a wholly-owned subsidiary of Augen ("Subco"). On closing of the Transaction:
- each Nexxt share (other than Nexxt shares held by Augen's subsidiary) outstanding immediately prior to closing shall be exchanged for one common share of Augen;
- each share of Subco outstanding immediately prior to closing shall be exchanged for one common share of the amalgamated company ("Amalco");
- former Nexxt shareholders who exercise rights of dissent will be entitled to be paid the fair value of the Nexxt shares held by such dissenting shareholder in accordance with the provisions of section 190 of the Canada Business Corporations Act; and
- Amalco will be a wholly-owned subsidiary of Augen.
Nexxt has 21,412,500 shares outstanding and following closing, former shareholders of Nexxt will hold, in aggregate, approximately 20.6% of Augen's outstanding shares.
Closing of the Transaction is subject to certain conditions including:
- approval by at least two-thirds of the votes cast by Nexxt shareholders at a meeting of Nexxt shareholders (anticipated to be held in early August, 2012);
- approval / acceptance of the TSX Venture Exchange;
- completion of due diligence, satisfactory to each of Nexxt and Augen, by July 31, 2012 (unless the parties agree to extend such deadline)
- Nexxt shareholders holding no more than 15% of the outstanding Nexxt shares having exercised dissent rights; and
- other conditions as are customary for transactions of this nature.
As of the date hereof, Augen has entered into irrevocable voting support agreements with Nexxt shareholders holding, in aggregate, over 83% of the Nexxt shares, in which such shareholders have agreed to vote their shares in favour of the Transaction. The board of directors of Nexxt unanimously supports the Transaction.
Alan Cruickshank, President and CEO of Augen commented, "The proposed acquisition of Nexxt represents a remarkable opportunity for us to leverage our combined potash experience. Stephen Halabura P.Geo. F.E.C. (Hon.), Nexxt's co-founder, has extensive expertise in the potash industry and will remain Executive Chairman of Nexxt and be appointed to the board of Augen. Saskatchewan is one of the world's primary basins for potash production. We anticipate more potash development regardless of the current supply situation."
The Agreement provides that Nexxt will be obligated to pay a termination payment of $250,000 to Augen in certain circumstances, including if the Agreement is terminated as a result of the board of directors of Nexxt approving or recommending an alternate acquisition proposal, or a breach by Nexxt or any of its directors or officers of Nexxt's non-solicitation covenant set out in the Agreement.
Nexxt shareholders will be granted dissent rights which, if exercised in accordance with applicable requirements, will provide such shareholders the right to be paid the fair value for their Nexxt shares following closing of the Transaction.
Closing of the Transaction is anticipated to occur in August 2012.
In the course of negotiating the Agreement, Nexxt borrowed, on an unsecured basis, Cdn$175,000 from Augen pursuant to two promissory notes. The promissory notes are repayable upon demand and accrue interest at the rate of 10% per annum. The notes are convertible, at the option of Augen, into common shares of Nexxt at a conversion price of $0.05 per share.
Related Party Transaction
Alan Cruickshank, Augen's President and CEO owns 250,000 shares of Nexxt (representing approximately 1.2% of Nexxt's issued and outstanding shares). The acquisition of Mr. Cruickshank's shares and the issuance of common shares of Augen in consideration thereof constitutes a "related party transaction" for Augen under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Augen is exempt from obtaining both a formal valuation and minority shareholder approval under MI 61-101 in connection with such acquisition and issuance because neither the fair market value of Mr. Cruickshank's Nexxt shares, nor the common shares of Augen to be issued in consideration thereof, exceeds 25% of Augen's market capitalization as calculated in accordance with MI 61-101.
Augen indirectly beneficially owns 1,250,000 Nexxt shares representing approximately 5.8% of Nexxt's outstanding shares.
About Augen Capital
Augen Capital Corp. is a Toronto-based public merchant bank specializing in the financing of and investment in emerging resource companies. Augen manages a merchant banking hard dollar portfolio of emerging resource stocks.
About Nexxt Potash Inc.
Nexxt Potash is a Saskatchewan based Potash exploration and development company. Stephen Halabura co-founder and Executive Chairman has over 30 years of direct potash exploration experience. In addition the company has acquired a number of sub surface potash leases it intends to further develop.
For more information on Augen Capital, visit our website at www.augencc.com.
The Company's public documents may be accessed at www.sedar.com.
Caution Concerning Forward-Looking Information
This news release contains forward-looking statements and information within the meaning of applicable securities laws including with respect to the completion and timing of closing of the Transaction and future potash development. Words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate" and similar terminology are used to identify forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management of the Company in light of their experience, current conditions and their expectations of future developments as well as other factors which they believe to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements and information. Risks and uncertainties that may cause actual results to vary include but are not limited to: the conditional nature of the Transaction; conditions to closing imposed by the TSX Venture Exchange; changes in general economic conditions and conditions in the financial markets; and litigation, legislative, environmental and other judicial, regulatory, political and competitive developments. Additional risks and uncertainties can be found in the Company's Management's Discussion and Analysis and in filings with the Canadian provincial securities commissions. Forward-looking statements and information are given only as at the date of this news release and the Company disclaims any obligation to update or revise the forward-looking statements and information, whether as a result of new information, future events or otherwise.
Shares outstanding: 77,837,039
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.