Samco Provides Update on Reverse Takeover and Change of Business Transaction With Echo Pharmaceuticals B.V.
August 23 2019 - 11:58AM
Samco Gold Limited (TSXV: SGA)
(“
Samco” or the “
Company”) is
providing an update on its previously disclosed proposed
transaction (the “
RTO”) with Echo Pharmaceuticals
B.V. (“
Echo”) in accordance with the applicable
policies of the TSX Venture Exchange (“
TSXV”). For
additional information with respect to the RTO, refer to the news
release of the Company dated July 24, 2019, available on SEDAR.
Samco, Echo, and the shareholders of Echo are in
the process of negotiating a definitive agreement with respect to
completion of the RTO, and the terms and structure of a proposed
concurrent financing of subscription or other equity or
equity-linked securities. The Company will provide further updates
as the transactions develop.
Certain Principals of the Resulting Issuer
The Company and Echo are in the process of
determining the “Principals” and “Insiders” of Samco upon
completion of the RTO (the “Resulting Issuer”),
and expect to announce their names and backgrounds in a future news
release in accordance with TSXV policies. The Company currently
anticipates that Telor International Limited
(“Telor”), a private company existing under the
laws of the Isle of Man will constitute a “control person” and
therefore a “Principal” and “Insider” (as those terms are defined
in TSXV policies) of the Resulting Issuer as it will own more than
20% of the outstanding common shares of the Resulting Issuer upon
completion of the RTO. Mr. Karl Heinz Hauptmann, a resident of The
Federal Republic of Germany, controls and directs Telor. Telor’s
business consists of making private equity investments in diverse
industries and jurisdictions, including agriculture and real
estate, with significant experience in Eastern Europe. Mr.
Hauptmann completed studies in Business Administration and
Economics from the Free University of Berlin in 1983, and earned a
doctorate in International Macroeconomics from the same institution
in 1986. Mr. Hauptmann began a career in finance acting as a Vice
President of Bankers Trust International in London, with broad
exposure to European operations and later, acted as a Managing
Director for European Equity Derivatives at Merrill Lynch
International, also in London. Mr. Hauptmann has also served as
Vice Chairman and as a member of the investment committee for the
private equity firm Capiton AG in Berlin, and in various board and
executive capacities with private companies and private equity
funds.
Completion of the RTO remains subject to a
number of conditions, including but not limited to, TSXV acceptance
and if applicable, disinterested shareholder approval. If
applicable, 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 transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Samco is currently
halted.
TSXV has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this news release.
For further information please contact:
Charles KoppelExecutive
Chairman and Chief Executive OfficerPhone: +44 (0) 20 7647
2532Email: ck@samcogold.com
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.
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
This press release contains forward-looking
statements, including statements with respect to the completion of
the RTO and the timing thereof, the completion of a concurrent
financing, expected principals of the Resulting Issuer, and TSXV
acceptance of the RTO. Forward-looking statements involve known and
unknown risks, assumptions, future events, conditions,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any
future results, prediction, projection, forecast, performance or
achievements expressed or implied by the forward-looking
statements. Such factors include, among others, the ability to
obtain or delays in securing necessary TSXV approvals; as well as
those factors disclosed in the Company’s disclosure documents
publicly available under its profile on the SEDAR website at
www.sedar.com. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company does not intend, and does
not assume any obligation, to update forward-looking statements,
whether as a result of new information, future events or otherwise,
unless otherwise required by applicable securities laws.
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