Zoolander Announces Termination of Consultancy Agreement
March 27 2013 - 4:24PM
Marketwired Canada
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
Zoolander Corporation ("Zoolander" or the "Corporation") (TSX VENTURE:ZOO.H)
announces that, subject to the TSXV's review and approval in accordance with the
policies of the TSXV, the Corporation has entered into a separation agreement
with Mr. Lawrence Hood to terminate the engagement of Mr. Hood as a consultant
to serve as a director and officer of the Corporation's subsidiaries.
Among other things, the separation agreement provides for a mutual release by
Mr. Hood and the Corporation of all claims as well as a release and quit claim
by Mr. Hood of any interest or rights to any assets of the Corporation or its
subsidiaries, including mineral rights, claims, exclusive prospecting orders,
applications and other mining related assets. In consideration, the Corporation
agreed to purchase from Mr. Hood US$100,000's worth of the Corporation's shares,
at a price of $0.10 per share.
The purchase by Zoolander of its shares from Mr. Hood as contemplated by the
separation agreement constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 - Protection of Minority
Securityholders in Special Transactions ("MI 61-101"). Zoolander, as an issuer
listed on the TSXV, is exempt from the formal valuation requirement of MI 61-101
for a "related party transaction". In addition, the transaction is exempt from
the minority shareholder approval requirement of MI 61-10 for a "related party
transaction", as neither the fair market value of the subject matter of, nor the
fair market value of the consideration for, the transaction exceeds 25% of
Zoolander's market capitalization.
Zoolander would like to thank Mr. Hood for his service and contribution to the
Corporation and its subsidiaries and wishes him continued success in his future
business ventures.
The foregoing information may contain forward-looking statements relating to the
future performance of Zoolander. Forward-looking statements, specifically those
concerning future performance, expectations concerning the timing results,
indications and benefits of exploration, drilling test work and engineering
assessments, and other statements that are not historical fact, are subject to
certain risks and uncertainties, and actual results may differ materially from
Zoolander's plans and expectations. These plans, expectations, risks and
uncertainties are detailed herein and from time to time in the filings made by
Zoolander with the TSXV/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.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities of Zoolander in the United States. The
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or unless an
exemption from such registration is available.
Shares Outstanding: 49,987,500
FOR FURTHER INFORMATION PLEASE CONTACT:
Zoolander Corporation
Paul Ekon
CEO
paul@ekon.net
Zoolander Corporation (TSXV:ZOO.H)
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