Source
MARKET NEWS
Date 08/02/2012
Time 09:11:45 AM
Company
Datum Ventures Inc
Title Agreement
for Qualifying Transaction
CDNX Symbol: DAT.P
Press Release
DATUM VENTURES INC. ("DAT.P-V")
- Agreement for Qualifying Transaction
Datum Ventures Inc. ("Datum") announces that it has entered into a
letter agreement (the "Letter Agreement") with Pueblo Potash Inc.
("Pueblo") dated July 31, 2012, to acquire all of the outstanding shares
of
Pueblo (the "Acquisition").
Datum is a "capital pool company" under the policies of the TSX
Venture Exchange (the "Exchange") and the Acquisition will represent a
"qualifying transaction" in accordance with Exchange Policy 2.4. The
Acquisition is an arm's length transaction, and as such, will not be
subject to Datum receiving shareholder approval. Upon completion of the
transaction, Datum will be listed as a Tier 2 Mining Issuer pursuant to
the
initial listing requirements of the Exchange.
Pueblo
The following is based upon information provided by Pueblo.
Pueblo is a private mineral exploration company incorporated pursuant
to the laws of British Columbia. Through its wholly-owned subsidiaries,
Pueblo has a 100% interest in the Laguna Salada Project located in Mexico
and a 100% interest in the Willcox Playa Project located in Arizona. The
directors of Pueblo are Robin Dow, Michael Newman, Larry Hoover, Anthony
Milewski, Ed Beaman, Stephen Coates and Kevin Rivers. The officers of
Pueblo are Robin Dow (Chief Executive Officer), Patricia Purdy
(Secretary)
and Arif Shivji (Chief Financial Officer). The holders of 10% or more of
the outstanding shares of Pueblo are Jeffrey York and Robin Dow.
Additional financial information about Pueblo will be disclosed in a
subsequent news release.
Consolidation and Proposed Acquisition
Prior to the closing of the Acquisition, Datum will consolidate its
outstanding securities on the basis of two pre-consolidated common shares
for one post-consolidated common share and its outstanding options and
warrants on the basis of two pre-consolidated options and warrants for
one
post-consolidated option and warrant.
Pursuant to the terms of the Letter Agreement, the Acquisition will be
undertaken by way of a plan of arrangement or similar form of transaction
which will result in Datum acquiring all of the currently issued and
outstanding common shares of Pueblo in exchange for the issuance of
approximately 12,499,000 common shares of Datum to Pueblo shareholders on
a
one-for-one basis. As a result of the Acquisition, Pueblo will become a
wholly-owned subsidiary of Datum and Datum will carry out the business of
mineral exploration through Pueblo. Datum intends to change its name
concurrently with the closing of the Acquisition to such name as will be
agreed to by the parties, subject to receipt of Exchange acceptance for
such name change.
Completion of the Acquisition is subject to a number of conditions,
including, but not limited to:
1. completion of the Initial Private Placement (as defined below) on
or before September 7, 2012;
2. completion of such amount of the Concurrent Private Placement (as
defined below) as is required for the resulting entity to meet the
Exchange's initial listing requirements and for Datum to avail itself of
the exemptions from the valuation requirements of the Exchange;
3. approval of the Acquisition by the shareholders of Pueblo;
4. completion of customary due diligence reviews, with results
satisfactory to Datum and Pueblo;
5. operation of the business by Pueblo in a manner consistent with
past practices in the ordinary course;
6. the absence of any material adverse changes in Datum's or Pueblo's
business, assets or liabilities; and
7. receipt of all approvals and third-party consents of the boards of
directors of Datum and Pueblo, customers, lenders, lessors and regulatory
authorities, including but not limited to the Exchange and the Supreme
Court of British Columbia.
There can be no assurance that the Acquisition will be completed as
proposed or at all.
Private Placements
Immediately after the date of the Letter Agreement and prior to the
closing of the Acquisition, Pueblo will arrange for investors to
purchase,
by way of private placement (the "Initial Private Placement"), at least
1,000,000 units of Pueblo at a price per unit of $0.35, each unit
consisting of one common share and one-half of one share purchase
warrant.
Each whole warrant shall entitle the holder thereof to acquire one common
share on or before the second anniversary of issuance at a price per
share
of $0.50.
Further, concurrently with the closing of the Acquisition, Pueblo will
arrange for investors to purchase, by way of a second private placement
(the "Concurrent Private Placement"), up to an additional 5,000,000 units
of Pueblo, such units to have the same terms as the Initial Private
Placement units.
Proceeds from the Initial Private Placement and the Concurrent Private
Placement will be used for further exploration on the Laguna Salada
Project
and the Willcox Playa Project and for general working capital.
Sponsorship; Directors, Officers and Other Insiders
Upon completion of the Acquisition the board of directors of the
Resulting Issuer will consist of Dale Wallster, Robin Dow, Michael
Newman,
Anthony Milewski and one member of the current board of directors of
Datum,
as determined by Messrs. Dow and Wallster with the consent of such
member.
Further information regarding sponsorship of this transaction, as well
as the backgrounds of the proposed directors, senior officers and other
insiders of Datum following the Acquisition, will be disclosed in a
subsequent news release, in accordance with Exchange policies, when
available.
For additional information, please contact:
Dale Wallster, Chief Executive Officer, Corporate Secretary and
Director
Telephone: (778) 340-3899
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable
pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where 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 management
information circular or 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 a capital pool company should be considered
highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release.
Neither the TSX Venture Exchange Inc. 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.
This news release contains certain statements that may be deemed
"forward-looking statements. Forward looking statements are statements
that
are not historical facts and are generally, but not always, identified by
the words "expects", "plans", "anticipates", "believes", "intends",
"estimates", "projects", "potential" and similar expressions, or that
events or conditions "will", "would", "may", "could" or 'should" occur.
Although Datum believes the expectations expressed in such forwardlooking
statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results may differ materially
from those in forward looking statements. Forward looking statements are
based on the beliefs, estimates and opinions of Datum's management on the
date the statements are made. Except as required by law, Datum undertakes
no obligation to update these forward-looking statements in the event
that
management's beliefs, estimates or opinions, or other factors, should
change.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED
STATES.
THESE 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 IN THE UNITED STATES OR TO U.S.
PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES
OR TO U.S. NEWS AGENCIES
TSX Venture closing price for DAT.P-V
Date: 2012/07/17
Closing Price: 0.05
TEL: (778) 340-3899
Datum Ventures Inc.
____________________________________________________________
(c)2012 Market News Publishing Inc. All rights reserved.
Toronto:(416)366-8881
Vancouver:(604)689-1101
Fax:(604)689-1106
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