Mr. Jean Desmarais reports
AMSECO ANNOUNCES REVERSE TAKE-OVER
Amseco Exploration Ltd. has entered into two agreements in principle, each dated Feb. 10, 2014, regarding the acquisition of all rights, title and interests held by Agromine Investment Ltd. and Mangrove Capital Ltd. in Manenga Mining Potash SA, a Congolese entity that holds the Manenga permit in the Republic of the Congo. The acquisition of the property will constitute a reverse takeover under the policies of the TSX Venture Exchange. The vendors of the property are privately held entities controlled by Serge Nana and incorporated under the laws of the Republic of Seychelles.
Under the agreements, as consideration for the acquisition of the property, the corporation will issue a total of 80 million common shares to the vendors (equally between them) at a deemed price of five cents per share. Amseco currently has a total of 93,121,452 common shares issued and outstanding.
A filing statement in respect of the proposed RTO will be prepared and filed in accordance with the TSX Venture Exchange's Policy 5.2 at SEDAR in order to obtain the shareholder approvals required under the exchange's policies.
Completion of the RTO is subject to a number of conditions, including, but not limited to: the satisfaction of all applicable listing requirements of the exchange; exchange approval of the RTO; a satisfactory due diligence review by Amseco; receipt of a report completed in accordance with National Instrument 43-101; completion or waiver of sponsorship; and the approval of the board of directors of Amseco.
The common shares of the corporation will remain halted pending receipt by the exchange of certain required materials from the corporation. The corporation will issue a further press release upon finalization and filing of the aforementioned report pursuant to NI 43-101.
The Republic of the Congo (ROC) has significant good-grade potash deposits. The evaporitic sequence contains world-class potash resources in the form of carnallite and sylvite. According to publicly available information, the salt sequence is reportedly about 500 metres thick, and companies currently working on potash projects in ROC include MagIndustries (the Mengo development on a property adjacent to the Manenga permit) and Elemental Minerals.
Proposed management
Upon completion of the RTO, Amseco's current board and management will continue with the corporation, and Mr. Nana will be appointed as a director of the corporation.
President and chief executive officer of Financial Capital, Mr. Nana is a specialist in the area of mining, project finance and corporate finance. Prior to joining Financial Capital, he worked for 10 years for BMCE Capital, the investment-banking subsidiary of the Moroccan Group BMCE Bank, where he started as deputy managing director for Western Africa and later became managing director for Central Africa. Mr. Nana is the lead adviser and financial adviser of the government of Cameroon in the development of the $10-billion (U.S.) Mbalam iron ore project; he leads a team of lawyers, financiers and technical advisers involved in the project. He is also the lead adviser and financial adviser of the government of Cameroon for the development of the Ngaoundal/Minim-Martap $5-billion (U.S.) project. Mr. Nana has structured several major infrastructure projects in Africa, such as railways, airports, energy plants and real estate. He holds a master's degree in mathematics from the University of Paris Diderot and a master of science in actuarial science from Concordia University in Montreal. He is a member of the American Academy of Actuaries and an associate of the Society of Actuaries of Chicago. Mr. Nana also holds Canadian citizenship, and has worked in Toronto and Ottawa as an actuarial analyst and associate.
Other information
Completion of the transaction is subject to a number of conditions, including exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Amseco should be considered highly speculative.
We seek Safe Harbor.
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