Zoolander Corporation: Update on Proposed Qualifying Transaction and Granting of Stock Options
March 31 2011 - 9:11PM
Marketwired
Zoolander Corporation ("Zoolander" or the "Corporation") (TSX
VENTURE: ZOO.H) is pleased to announce that the TSX Venture
Exchange Inc. (the "Exchange") has conditionally accepted the
acquisition of all of the issued and outstanding shares of Adsani
Exploration (Proprietary) Limited ("Adsani") as Zoolander's
qualifying transaction pursuant to the policies of the Exchange
(the "Qualifying Transaction"). Final approval of the Exchange is
subject to Zoolander fulfilling all of the requirements of the
Exchange.
In connection with the Qualifying Transaction, Zoolander has
today filed on SEDAR a filing statement dated March 31, 2011
regarding the Qualifying Transaction and the business of Adsani in
accordance with Policy 2.4 of the Exchange. Zoolander expects to
close the proposed Qualifying Transaction on or about April 15,
2011.
Zoolander also announced today that, following the expiration of
an aggregate of 680,000 options to purchase common shares of
Zoolander on March 17, 2011, the Corporation has granted options to
purchase up to 380,000 commons shares of the Corporation to Mr.
Michael Cooper, the President, Chief Executive Officer, Chief
Financial Officer and Secretary of the Corporation, and options to
purchase up to 300,000 commons shares of the Corporation to Mr.
Roger Rai, a director of the Corporation. The options are
exercisable at $0.10 per share and expire on March 30, 2016,
subject to acceleration in accordance with the policies of the
Exchange. All of the options, and the common shares issuable upon
exercise thereof, remain subject to the terms and conditions of a
CPC escrow agreement dated November 24, 2005.
Completion of the Qualifying Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance.
There can be no assurance that the transaction will be closed as
completed or at all. Exchange approval requires, among other
things, satisfaction by the Resulting Issuer of the initial listing
requirements, including adequate financial resources and working
capital, sponsorship, background review of the proposed directors,
officers and insiders and share distribution. Zoolander believes
that the minimum listing requirements will be satisfied or
waived.
The Exchange has in no way passed upon the merits of the
proposed Qualifying Transaction.
Investors are cautioned that, except as disclosed in the filing
statement or information circular of Zoolander to be prepared in
connection with the proposed Qualifying Transaction, any
information released or received with respect to the proposed
Qualifying Transaction may not be accurate or complete and should
not be relied upon. Trading in the securities of Zoolander should
be considered to be highly speculative. All of Zoolander's public
disclosure filings may be accessed via www.sedar.com and readers
are urged to review these materials.
This press release contains projections and forward-looking
information that involve various risks and uncertainties regarding
future events. Such forward-looking information can include without
limitation statements based on current expectations involving a
number of risks and uncertainties and are not guarantees of future
performance of Zoolander. These risks and uncertainties could cause
actual results and Zoolander's plans and objectives to differ
materially from those expressed in the forward-looking information.
Actual results and future events could differ materially from those
anticipated in such information. These and all subsequent written
and oral forward-looking information are based on estimates and
opinions of management on the dates they are made and expressly
qualified in their entirety by this notice. Zoolander assumes no
obligation to update forward-looking information should
circumstances or management's estimates or opinions change. These
plans, expectations, risks and uncertainties are detailed herein
and from time to time in the filings made by Zoolander with the
Exchange, NEX and securities regulators. Zoolander does not assume
any obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this release. No
stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein.
Contacts: Zoolander Corporation Roger Rai Director (416)
704-4140
Zoolander Corporation (TSXV:ZOO.H)
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