TORONTO, Jan. 3, 2019 /CNW/ - Avant Imaging &
Integrated Media Inc. ("AIIM") and Canadian Oil
Recovery and Remediation Enterprises Ltd. (TSX-V : CVR)
("CORRE") are pleased to announce that they have
entered into a binding letter agreement (the "Agreement") whereby
AIIM will complete a reverse take-over of CORRE (the "RTO").
AIIM is a leader in providing print, data driven digital print
communications and digital cross media. AIIM operates within
a 72,000 square foot campus in Aurora,
Ontario, with 70 full-time employees. AIIM was
initially founded in 1990 by brothers, Frank and Mario Giorgio. While AIIM's heritage
is commercial printing, AIIM has developed a wide range of direct
marketing services to meet customers' growing needs including
aiim•PRINTSMART, aiim•ON·DEMAND, aiim•FULFILLMENT, aiim•CONNX,
aiim•ANALYTICS, aiim•1:1, aiim•DIRECTMAIL, aiim•SMARTSTATEMENTS,
aiim•VICIMAP, aiim•LARGE FORMAT and aiim•SOCIAL. Through these
services, AIIM's customers realize immediate benefits that help
them do more with their marketing budgets. AIIM has
demonstrated a strong history of sales and growth, with gross
revenues in excess of $15 million in
each of its three most recently completed financial years, with
EBITDA ranging between $50,000 and
$550,000.
Under the Agreement, AIIM shareholders shall receive
consideration consisting of a cash payment in the aggregate amount
of $3,375,000 and the issuance of
common shares in the capital of CORRE having an aggregate value of
$4,470,360 for an aggregate purchase
price of $7,845,360. CORRE's
name will be changed to AIIM – Avant Imaging & Integrated Media
Inc. The Management of AIIM will become the management of the
public company after completion of the RTO. AIIM's location
will remain intact and it will continue to carry on business as
usual without any disruption. Following completion of the RTO, AIIM
will be seeking opportunities for acquisition and further
development of the aim.SOCIAL Sharing software.
In connection with the Agreement, the companies expect to
complete an equity financing for aggregate gross proceeds of not
less than $4,250,000 (the
"Financing"). In addition, all of the outstanding shareholder
loans of CORRE (currently in the aggregate amount of approximately
$2,363,829) will be converted into
common shares of CORRE at a price of $0.05. CORRE will hold an annual and
special meeting of its shareholders in early 2019 to approve the
RTO, in addition to certain related matters of business, including
a consolidation of CORRE's common shares on a ten-for-one (10:1)
basis and the change of CORRE's name to AIIM, as noted above.
Completion of the RTO is subject to a number of conditions,
including, but not limited to: the satisfaction of the initial
listing requirements of the TSX Venture Exchange (the "Exchange");
Exchange approval of the RTO; completion of a satisfactory due
diligence review; completion or waiver of sponsorship; receipt of
the shareholder approvals referenced above, completion of the
Financing and the approval of the board of directors of
CORRE. The RTO cannot close until the required shareholder
approval is obtained. There can be no assurance that the RTO will
be completed as proposed or at all. The RTO is an arm's
length transaction and there are no finder's fees (or any other
fees of such nature) payable in connection with this
transaction.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the RETO, 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 CORRE should be
considered highly speculative.
The common shares of CORRE will remain halted pending receipt by
the Exchange of certain required materials from CORRE.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed RTO and has neither approved nor disapproved
the contents of this news release.
About AIIM
AIIM is a leader in providing print, data driven digital
print communications and digital cross media. AIIM operates
within a 72,000 square foot campus in Aurora, Ontario, with 70 full-time
employees. AIIM was initially founded in 1990 by brothers,
Frank and Mario Giorgio. While
AIIM's heritage is commercial printing, AIIM has developed a wide
range of direct marketing services to meet customers' growing needs
including aiim•PRINTSMART, aiim•ON·DEMAND, aiim•FULFILLMENT,
aiim•CONNX, aiim•ANALYTICS, aiim•1:1, aiim•DIRECTMAIL,
aiim•SMARTSTATEMENTS, aiim•VICIMAP, aiim•LARGE FORMAT and
aiim•SOCIAL. Through these services, AIIM's customers realize
immediate benefits that help them do more with their marketing
budgets.
About CORRE
CORRE is a Canadian-based oil services company which trades on
the TSX Venture Exchange under the symbol CVR. CORRE provides full
cycle oil waste management solutions to the petroleum industry.
CORRE's customers are primarily in the upstream petroleum sector
(oil production and drilling companies) and downstream petroleum
sector (oil refinery, transportation and distribution companies).
CORRE's operating lines include remediating oil-contaminated soil;
treating sludge, oil based muds and drilling waste, oil recovery;
automated oil storage tank cleaning, oil and gas engineering, and
project management. CORRE provides its advanced environmental
solutions through strategic operating partnerships with some of the
most distinguished companies throughout the world.
Forward Looking Statements
Except for statements of historical fact, this news release
contains certain "forward-looking information" within the meaning
of applicable securities law. Forward-looking information is
frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. In particular, forward-looking
information in this press release includes, but is not limited to,
the completion of the RTO, the completion of the Financing and the
receipt of Exchange approval in respect of the RTO. Although
we believe that the expectations reflected in the forward-looking
information are reasonable, there can be no assurance that such
expectations will prove to be correct. We cannot guarantee future
results, performance or achievements. Consequently, there is no
representation that the actual results achieved will be the same,
in whole or in part, as those set out in the forward-looking
information.
Forward-looking information is based on the opinions and
estimates of management at the date the statements are made, and
are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those anticipated in the forward-looking
information. Please refer to the risk factors disclosed under
our profile on SEDAR at www.sedar.com. Readers are cautioned
that this list of risk factors should not be construed as
exhaustive.
The forward-looking information contained in this news
release is expressly qualified by this cautionary statement. We
undertake no duty to update any of the forward-looking information
to conform such information to actual results or to changes in our
expectations except as otherwise required by applicable securities
legislation. Readers are cautioned not to place undue
reliance on forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Canadian Oil Recovery & Remediation Enterprises
Ltd.
