Ivernia Announces Successful Closing of Acquisition and Timing for Name Change and Share Consolidation
TORONTO, ON--(Marketwired - November 13, 2015) - Ivernia Inc. (collectively, with its subsidiaries "Ivernia" or the "Company") (TSX: IVW) is pleased to announce today that it has successfully closed its previously announced acquisition of all of the issued and outstanding common shares of Geo Zone Exploration Limited and the conversion of approximately C$12.464 million of outstanding debt owed by the Company to Enirgi Group Corporation (collectively, the "Transaction") through the issuance of an aggregate of 2,067,910,453 Ivernia common shares ("Ivernia Shares"), as approved at the special meeting of Ivernia shareholders held on October 28, 2015 (the "Meeting").
At the Meeting, shareholders also approved the consolidation (the "Consolidation) of all issued and outstanding Ivernia Shares and a name change from Ivernia Inc. to LeadFX Inc.
The Board of Directors have approved a Consolidation ratio of 75:1. Following the Consolidation, there will be approximately 38,253,903 Ivernia Shares issued and outstanding, not accounting for the rounding of fractional shares. The Ivernia Shares are anticipated to trade on a consolidated basis under the new name "LeadFX Inc." and under the new stock trading symbol "LFX" on or about November 18, 2015.
No fractional Ivernia Shares will be issued in connection with the Consolidation and, in the event that an Ivernia shareholder would otherwise be entitled to receive a fractional Ivernia Share upon the Consolidation, such fraction will be rounded down to the nearest whole number of Ivernia Shares. In addition, the exercise price and number of Ivernia Shares issuable upon the exercise of outstanding stock options will be proportionately adjusted to reflect the Consolidation.
A letter of transmittal will be mailed to registered holders of Ivernia Shares today for the purpose of surrendering share certificates representing their currently outstanding Ivernia Shares and to receive evidence of their post-Consolidation LeadFX common shares in return.
For additional details please refer to the Management Information Circular dated September 14, 2015, which has been filed on SEDAR at www.sedar.com and on the Company's website at www.ivernia.com.
As a result of the completion of the Transaction, the Company has now satisfied its material debt obligations to Enirgi Group Corporation and is currently in discussions with its remaining primary lender with respect to the repayment terms of its outstanding debt.
"We are pleased that shareholders are strongly aligned with our long term vision for LeadFX and support our growth strategy," said Wayne Richardson, President and CEO. "Together we have created a strong, multi-asset company that has real opportunities to pursue in the lead, silver and industrial minerals space and we look forward to advancing a number of projects and opportunities in order to build value for our shareholders."
Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws. Examples of forward-looking information in this news release includes but is not limited to statements and information concerning: timing for the name change and Consolidation; statements relating to the business and future activities of, and developments related to and of Ivernia after the closing of the Transaction, including the development of lead and silver assets; final Toronto Stock Exchange approval of the Transaction; the market position and future financial or operating performance of Ivernia; and the ability of the Company to make additional acquisitions of mineral properties or develop silver assets. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or states that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking information by its nature requires assumptions and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information, and readers are cautioned not to place undue reliance on such information. These statements are based on expectations, estimates and projections as at the date of this news release and are subject to a number of risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the forward-looking information
contained in this news release. These risk factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which is current only as of the date of this news release. All subsequent forward-looking information attributable to Ivernia herein is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. Ivernia does not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Additional factors and considerations are discussed in the annual information form dated March 10, 2015, management information circular September 14, 2015 and elsewhere in other documents filed from time to time by Ivernia with Canadian securities regulatory authorities.
Contact
For further information please contact:
Ivernia Inc.
Jessica Helm
VP, Corporate Communications
Suite 3001, 1 Adelaide Street East
Toronto, Ontario M5C 2V9
(416) 867 9298
Email: investor@ivernia.ca