Urban Select Exploration Inc. Enters into Definitive Agreement with ZYY Electronics Corp.
August 23 2012 - 3:52AM
Marketwired Canada
Urban Select Exploration Inc. ("Urban Select") is pleased to announce that it
has entered into an Amalgamation Agreement (the "Agreement"), with 0945081 B.C.
Ltd., a wholly-owned subsidiary of Urban Select ("Acquisition Corp."), and ZYY
Electronics Corp., a British Columbia corporation ("ZYY").
Terms of the Agreement
Upon the closing of the Agreement (the "Closing"), and at the effective time of
the amalgamation, it is anticipated that Acquisition Corp. and ZYY will
amalgamate to form a new company named "0945081 B.C. Ltd." ("Amalco"). Urban
Select will acquire all of the issued and outstanding securities of ZYY from the
shareholders of ZYY in exchange for the issuance of two point five (2.5) Urban
Select shares for each one (1) ZYY share and each outstanding common share of
Acquisition Corp. will be exchanged for one (1) share of Amalco (the
"Transaction").
Conditions for Closing
The Agreement provides that the Closing is subject to several conditions
including, among other things: (i) receipt of all regulatory approvals; (ii)
requisite corporate approval of the various transactions contemplated by the
Transaction from the directors and shareholders of Urban Select, Acquisition
Corp. and ZYY, as applicable; and (iii) all applicable consents from third
parties to the Transaction have been obtained.
Business of ZYY
Founded in 2011, ZYY is a private British Columbia company that designs software
and works with consumer electronics original equipment manufacture's to bring
sophisticated intelligent interactive desktop display devices to connect with a
multitude of global users in home, institutions and office conference
environments. ZYY's business is to create and manage digital products and
services that encourage consumer participation and active engagement with media
and entertainment content. These digital media products are designed to
accommodate a variety of media and entertainment experiences, including but not
limited to television, movies, games and music.
URBAN SELECT EXPLORATION INC.
Min Kuang, Chief Executive Officer
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