Welcome To The Prima Colombia Hardwoods HUB On AGORACOM
Message: Aquisition of Rem Forest Products & Closing of $5.5M Financing
PRIMA COLOMBIA HARDWOOD INC. COMPLETES ACQUISITION OF REM FOREST PRODUCTS INC. AND CLOSING OF $5,500,000 FINANCING
VANCOUVER, Sept. 22 /CNW/ - Prima Colombia Hardwood Inc., (TSX-V:PCT) ("Prima Colombia" or the "Company") is pleased to announce that it has completed its acquisition (the "Acquisition") of all of the issued and outstanding shares of REM Forest Products Inc. ("REM Forest") effective September 21, 2010 and it is expected that trading in its common shares will recommence under its new name "Prima Colombia Hardwood Inc." (symbol PCT.V) on the TSX Venture Exchange on September 23, 2010.
The Acquisition was effected by way of a share purchase agreement among Prima Colombia, REM Forest and the shareholders of REM Forest pursuant to which the holders of all of the issued and outstanding shares of REM Forest received common shares in Prima Colombia and REM Forest has become a wholly-owned subsidiary of Prima Colombia.
Under the terms of the Acquisition:
- each REM Forest shareholder received 1.9 common shares in Prima Colombia for every common share of REM Forest held, resulting in the issuance of a total of 130,234,495 Prima Colombia shares to the REM Forest shareholders;
- an aggregate of 50,000,000 of the Prima Colombia shares issued to key management members of Prima Colombia have been placed into a performance escrow agreement pursuant to which they will be released based on certain performance criteria to be achieved prior to December 31, 2015;
- Prima Colombia has granted a total of 21,597,459 new stock options to directors, officers, consultants and charities, exercisable at a price of $0.22 per share expiring on September 21, 2020.
In connection with closing of the Acquisition, Prima Colombia completed a non-brokered private placement of 27,500,000 units at a price of $0.20 per unit for gross proceeds of $5,500,000. Each unit consisted of one common share and one common share purchase warrant (a "Warrant"), with each Warrant entitling the holder to acquire one additional common share at a price of $0.35 per share for a period of five years expiring September 21, 2015. In connection with the private placement, Prima Colombia paid a finder a cash commission equal to 6.0% of the gross proceeds of the private placement. In addition, in connection with the Acquisition, Endeavour Financial received 2,604,690 common shares and a cash fee equal to 1% of the proceeds of the private placement pursuant to the terms of its mandate agreements with Prima Colombia. The common shares and Warrants issued under the private placement and to Endeavour Financial are subject to a hold period expiring January 22, 2011.
Directors and Officers of Prima Colombia
The board of directors and the officers of Prima Colombia are:
Donald P. Hayes - Chief Executive Officer and Director
Harold F. Hayes - Chief Operating Officer, Interim Chief Financial Officer and Director
Harald Ludwig - Director
Grant Stonehouse - Director
Gordon Keep - Director
Kim Galavan - Corporate Secretary
In addition, Ian Telfer has been appointed as a senior advisor and consultant to Prima Colombia.
About Prima Colombia
Prima Colombia Hardwood Inc. is a Canadian based forest products company focused on international tropical hardwood timber development, production and marketing. Prima Colombia's operations are located near Bahia Solano, Department of Choco on the west coast of the Republic of Colombia.
Prima Colombia Properties
Prima Colombia, through its Colombian domiciled subsidiary, REM International CISA, has entered into an initial exclusive timber license agreement (the "Timber Agreement"). The Timber Agreement provides it with the exclusive right to harvest 1,050,000 cubic meters of hardwood from a 44,596 hectares region located in Bahia Solano, Department of Choco on the west coast of the Republic of Colombia.
The Timber Agreement was entered into with the community of Los Delfines with the support and cooperation of the Government of Colombia. Pursuant to Colombian forestry regulations, the Government of Colombia has authorized the cutting, harvesting and export of logs harvested under the Timber Agreement.
REM International CISA will be one of the first to harvest and export from what the International Tropical Timber Organization (ITTO) calls one of the world's largest untapped hardwood timber supplies.
The harvesting will be carried out using sustainable, selective, low intensity, helicopter logging which is both highly regarded as having low environmental impact and involves no 'clear cutting'. All required environmental, export and port permits are either issued or issuance is subject to the start of commercial operations. A pre-production Forest Stewardship Council certification ("FSC") review has been completed and application for FSC certification will be made when commercial operations have commenced.
Prima Colombia intends to explore the opportunity to increase the number of forest licences in Colombia and significantly increase the amount of timber shipped over the next 5 years. "This is a unique forestry opportunity and we are very pleased to be able to apply our over 50 years of Hayes timber experience to Prima Colombia," says CEO Donald Hayes.
Prima Colombia Capitalization
On completion of the Acquisition and related transactions, Prima Colombia has 274,845,560 common shares issued and outstanding, of which 50,000,000 are performance shares, 27,500,000 warrants outstanding and 26,547,459 options outstanding.
Haywood Securities Inc. ("Haywood"), acted as Prima Colombia's sponsor for the Acquisition, in consideration for which Haywood received a sponsorship fee of $75,000.
Additional details regarding the Acquisition and related transactions, including with respect to the business and properties of Prima Colombia, are contained in the Filing Statement of the Company dated September 17, 2010, which is available under Prima Colombia's profile on SEDAR at . www.sedar.com
Early Warning Requirements
Pursuant to the Acquisition, Donald Hayes has acquired ownership and control over 39,520,999 common shares of the Company at a deemed price of $0.04 per share under the takeover bid exemption provided in section 2.16 of NI 45-106 and the right to acquire a further 5,796,484 common shares of the Company. The 39,520,999 common shares represent 14.38% of the issued and outstanding common shares of the Company. Assuming Mr. Donald Hayes acquired the additional 5,796,484 common shares, he would hold 45,317,483 common shares representing 16.15% of the partially diluted issued and outstanding shares of the Company.
Pursuant to the Acquisition, Harold Hayes (same address as shown below) has acquired ownership and control over 28,967,666 common shares of the Company at a deemed price of $0.05 per share under the takeover bid exemption provided in section 2.16 of NI 45-106 and the right to acquire a further 4,530,975 common shares of the Company. The 28,967,666 common shares represent 10.54% of the issued and outstanding common shares of the Company. Assuming Mr. Harold Hayes acquired the additional 4,530,975 common shares, he would hold 33,498,641 common shares representing 11.99% of the partially diluted issued and outstanding shares of the Company.
The Company understands neither Donald Hayes nor Harold Hayes act jointly or in concert with any other persons and that they have each acquired the securities for investment purposes. The Company understands that they have no present intention to acquire further securities of the Company, although they may acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant.
Copies of the Early Warning Reports filed with the applicable securities regulators regarding the Acquisition are available on SEDAR (www.sedar.com). Copies of the Early Warning Reports and further information may also be obtained by contacting Kim Galavan, Secretary of the Company, at 604-568-4755 begin_of_the_skype_highlighting 604-568-4755 end_of_the_skype_highlighting.
This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the future financial or operating performance of Prima Colombia and its subsidiaries. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Prima Colombia to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and Prima Colombia disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
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 news release.
For further information:
Chief Executive Officer and Director
Suite 1310 - 1090 West Georgia St.
Vancouver, BC V6E 3V7
Tel: 604-568-4755 begin_of_the_skype_highlighting 604-568-4755 end_of_the_skype_highlighting
PRIMA COLOMBIA HARDWOOD INC.
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