Dec 8 2014
Mr. George Salamis, President and CEO of Edgewater Exploration Ltd. is pleased to announce that Edgewater has completed the previously announced sale of all of its interest in the Enchi gold project located in southwest Ghana to Pinecrest Resources Ltd..
Under the transaction, Pinecrest has acquired 100% of Edgewater's Ghanaian subsidiary, Cape Coast Resources Limited, in consideration for the issuance to Edgewater of 20,938,887 common shares of Pinecrest (the "Pinecrest Shares"), representing approximately 38.15% of the outstanding shares of Pinecrest post-transaction (including completion of the concurrent financing transaction) as well as a cash payment of $150,000.
Edgewater advises that, in accordance with National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues, it will be filing an early warning report in connection with its receipt of the Pinecrest Shares. Edgewater advises that it did not act jointly with any other party in acquiring the Pinecrest Shares and that it does not hold any common shares in the capital of Pinecrest other than the Pinecrest Shares. A copy of the early warning report will be found under Pinecrest's profile on www.sedar.com.
Distribution of Pinecrest Shares
The Pinecrest Shares will be distributed to Edgewater's shareholders on a pro rata basis as a return of capital pursuant to the TSX Venture Exchange's due bill trading policy. Pursuant to that policy, Edgewater announces that:
- the record date (the "Record Date") to determine shareholders of Edgewater entitled to receive Pinecrest Shares is December 12, 2014;
- the due bill trading date will be December 10, 2014 (two trading days prior to the Record Date);
- the payment or distribution date (the "Distribution Date") will be December 17, 2014;
- the ex-distribution date will be December 18, 2014 (the next trading day following the Distribution Date); and
- the due bill redemption date will be December 22, 2014 (the second trading day following the ex-distribution date).
For clarification, "due bills" will represent the Pinecrest Shares that Edgewater shareholders will be entitled to receive. The due bills will be deemed to attach to Edgewater's common shares two trading days prior to the Record Date, and will continue to attach to Edgewater's shares until the end of the Distribution Date. Accordingly, Edgewater's shares will trade on a "due bill" basis from December 10, 2014 until close of trading on December 17, 2014 (the "Due Bill Period"). This means that persons who sell their Edgewater's shares during the Due Bill Period shall also sell their entitlement to the distribution to the purchasers of such shares. Edgewater's shares will commence trading on an ex-distribution basis (i.e. without an attached "due bill" entitlement to the distribution) from the opening of trading on December 18, 2014 (i.e. the next trading day after the Distribution Date). The due bills will be redeemed on December 22, 2014 once all trades with attached due bills entered during the Due Bill Period have settled.
Edgewater is expected to have 104,694,437 common shares outstanding on the Record Date, such that for each common share of Edgewater held, a shareholder can expect to receive approximately 0.2 Pinecrest Shares. No fractional Pinecrest Shares will be issued, and will instead be rounded to the nearest whole number.
Notwithstanding the return of capital, the Pinecrest Shares will remain subject to a statutory hold period expiring April 5, 2014 and contractual resale restrictions as follows: 25% to be free trading six months and nine months from closing and the remaining 50% twelve months from closing.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.
Source: http://www.edgewaterx.com/