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Enter Symbol
or Name
USA
CA



Tosca Resources Corp
Symbol TSQ
Shares Issued 8,836,925
Close 2015-03-18 C$ 0.17
Market Cap C$ 1,502,277
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Tosca Resources to acquire Hatch Interactive for shares

2015-03-19 11:40 ET - News Release

Mr. Ron Shenton reports

TOSCA RESOURCES SIGNS LETTER OF INTENT TO ACQUIRE HATCH INTERACTIVE TECHNOLOGIES CORP.

Tosca Resources Corp. has signed a non-binding letter of intent to acquire 100 per cent of the outstanding shares of Hatch Interactive Technologies Corp. of Vancouver, B.C., Canada.

The LOI is subject to the execution of a definitive agreement between the two parties by April 30, 2015. The closing of the transaction will be subject to a number of other conditions including completing due diligence to the satisfaction of Tosca management, closing a private placement financing, completing non-compete agreements, and receiving all necessary shareholder, regulatory and stock exchange approvals. It is anticipated that a closing of this transaction will represent a fundamental change as defined by the policies of the Canadian Securities Exchange. It is contemplated that upon a successful conclusion of this transaction, the principals of the target company will join the board of Tosca.

In conjunction with the announcement of the transaction, Tosca also announces a non-brokered private placement of up to 6.0 million units at 15 cents for gross proceeds of $900,000. Each unit will consist of one common share and one non-transferrable share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of 25 cents in the first calendar year and 35 cents in the second calendar year. Proceeds from the raise will be used for final due diligence, anticipated transaction costs, filing and professional fees, and general working capital. Finders' fees may be paid in accordance with exchange policies.

The proposed transaction has a purchase price of $4,818,709.95 and will be facilitated by the issuance of Tosca treasury stock at a deemed price of 15 cents per share on a ratio of three Hatch shares for two Tosca shares, thereby issuing 32,124,732 shares of Tosca.

Tosca also announces that the board of directors has accepted the resignations of Luca Riccio and Sadek El-Alfy as directors and would like to thank them for their past service.

About Hatch Interactive Technologies

Hatch Interactive Technologies is one of North America's newest technology incubators, staffed with an award-winning technology team and a seasoned financial team. Hatch is set to launch a series of interactive technologies, and an application focused on social media and gaming.

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