FERONIA INC. COMPLETES REVERSE TAKEOVER TRANSACTION; SHARES AND WARRANTS TO
COMMENCE TRADING ON THE TSX VENTURE EXCHANGE
TORONTO, Sept. 14 /CNW/ - Feronia Inc. (formerly G.T.M. Capital Corporation) (the "Corporation" or "Feronia") is pleased to announce that it has completed its previously announced reverse takeover transaction (the "Transaction") with Feronia CI Inc. (formerly Feronia Inc.) ("Feronia CI"), by way of an exchange offer (the "Offer") and merger (the "Merger") of Feronia CI with Feronia PHC Limited, a wholly-owned subsidiary of the Corporation. A listing application dated August 27, 2010 prepared in accordance with the requirements of the TSX Venture Exchange (the "Exchange") is available at www.sedar.com.
"Our listing on the Exchange has allowed us to raise the necessary capital to continue the rehabilitation of our historic oil palm plantations and further develop our large-scale mechanized arable farming operations in the DRC. We believe that due to the scarcity of high quality agricultural land and the increasingly alarming shortages of fresh-water, the success of large-scale agriculture in the DRC is critical to the future of global food supplies," commented Ravi Sood, Chairman of Feronia. "We are optimistic that our experienced management team, strategic assets, and position as the largest agri-business in the DRC will allow us to profitably capitalize on this unique opportunity."
Prior to the completion of the Transaction, the Corporation filed articles of continuance to continue under the laws of the Province of Ontario and articles of amendment to consolidate its common shares (the "Common Shares") by a ratio of 3.5:1 and to change its name from "G.T.M. Capital Corporation" to "Feronia Inc.". As a result of the completion of the Transaction, an aggregate of 99,290,740 Common Shares are issued and outstanding, consisting of 98,916,740 Common Shares issued to holders of common shares in the capital of Feronia CI (the "Feronia CI Common Shares") in connection with the Transaction and 374,000 Common Shares currently held by shareholders of the Corporation. In addition, the warrants outstanding to purchase up to 29,222,512 Feronia CI Common Shares were exchanged for warrants (the "Warrants") representing the right to acquire an equivalent number of Common Shares, of which 27,222,512 Warrants will be listed on the Exchange (the "Listed Warrants"). Each Listed Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.60 per share and expires on September 8, 2013. The broker warrants outstanding to purchase up to 3,266,701 Feronia CI Common Shares were exchanged for broker warrants (the "Broker Warrants") representing the right to acquire an equivalent number of Common Shares, and options outstanding to purchase up to 7,400,000 Feronia CI Common Shares were exchanged for options representing the right to acquire an equivalent number of Common Shares. Following the completion of the Transaction, options to purchase an additional 500,000 Common Shares at an exercise price of $0.40 per share and expiring on September 9, 2020 were granted to an officer of the Corporation. Thus, on a fully diluted basis, there are 139,679,953 Common Shares outstanding.
Pursuant to the terms of an escrow agreement (the "Escrow Agreement") dated September 9, 2010 among the Corporation, Equity Transfer & Trust Company and certain escrowed securityholders, an aggregate of 46,370,584 Common Shares and 7,500,000 Warrants have been placed in escrow, whereby 25% of such securities will be released immediately upon the issuance of the Exchange bulletin evidencing final acceptance of the Transaction and the balance of such shares will be released in equal tranches of 25% every six months thereafter. In addition, options to purchase an aggregate of 3,813,334 Common Shares are subject to the terms of the Escrow Agreement, whereby 25% of any shares issuable upon the exercise of such options will be released every six months in accordance with the same release schedule. In addition, an aggregate of 250,000 Common Shares and 545,000 options to purchase Common Shares held by certain non-principal shareholders are subject to seed share resale restrictions, pursuant to which such Common Shares (including any Common Shares issuable upon exercise of the options) are subject to a four month hold period and shall be released as to 20% each month with the first release being on the closing of the Transaction.
The board of directors now consists of James Siggs, Stephen D. Cashin, George Mihaleto, Nigel Gourlay, Ravi Sood, Philip Condon and Barnabe Kikaya bin Karubi. The senior officers of the Corporation are as follows: Ravi Sood (non-Executive Chairman), James Siggs (Chief Executive Officer), Georgina Cotton (Chief Financial Officer), William Dry (Chief Operating Officer, Palm Oil) and Raymond Batanga (Chief Operating Officer, Agriculture).
The Corporation is no longer considered a Capital Pool Company and trading of the Common Shares and Warrants is scheduled to commence on the Exchange on Thursday, September 16, 2010 under the name "Feronia Inc." and trading symbols "FRN" and "FRN.WT", respectively.
FERONIA CI PRIVATE PLACEMENT
On September 8, 2010, upon satisfaction of the release conditions in connection with the previously announced brokered private placement of an aggregate of 51,945,024 subscription receipts of Feronia CI (the "Subscription Receipts"), the balance of the proceeds in the amount of $16,063,247 was released from escrow. Each Subscription Receipt was converted into one Feronia CI Common Share and one-half of one Feronia CI Warrant, without payment of additional consideration. The Feronia CI Common Shares and Feronia CI Warrants acquired upon conversion of the Subscription Receipts were subsequently exchanged for Common Shares and Warrants on a one-for-one basis without payment of any additional consideration. The Warrants are governed by the terms of a warrant indenture dated September 8, 2010 between the Corporation and Equity Transfer & Trust Company.
Cormark Securities Inc., as lead agent, together with Wellington West Capital Markets Inc. received cash commission in the aggregate amount of $1,339,567 and Broker Warrants to purchase up to an aggregate of 3,266,701 Common Shares.
ABOUT FERONIA
Feronia is a large-scale commercial agricultural company currently focused on two operations in the Democratic Republic of Congo ("DRC") - palm oil plantations and arable farmland. The Corporation is engaged in acquiring and consolidating farm land and operations in Africa and rehabilitating them back into production using modern agricultural techniques and practices.
In May 2009, Unilever plc commenced the process of selling its holdings of 76% of the outstanding shares of Plantations et Huileries du Congo SARL ("PHC") by an international tender process, pursuant to which approximately 100 companies expressed an interest and Feronia CI's tender was accepted. On September 3, 2009, Feronia CI completed the share purchase and currently holds, directly or indirectly, 76% of the outstanding shares of PHC, with the remaining 24% of the outstanding shares of PHC held by the federal government of DRC. PHC is an oil palm plantation company with a concession of 101,455 hectares located in the provinces of Equateur and Orientale in the DRC. Since its acquisition of the shares of PHC, Feronia CI has embarked on a program of rehabilitation of the palm oil mills and the internal road system, increasing production at the plantations on a month by month basis.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
For further information: Ravi Sood, Chairman (non-Executive), Feronia Inc., t: 416.362.6153, e: [email protected]
Share this article