Eurocontrol Technics Group Inc. entered into an asset purchase agreement to acquire mineral resource properties in British Columbia and certain related assets from Sable Resources Ltd. for CAD 1.4 million.
Upon completion of the transaction, the proposed Board of Directors and management of Eurocontrol will include, Thomas Obradovich as Director; Terence Harbort as Director, President and Chief Executive Officer; Andres Tinajero as Director, Chief Financial Officer while Brent Gilchrist, Paul Wood, and Blair Zaritsky as Directors and Charlotte May as Corporate Secretary. The completion of the transaction is subject to regulatory approval and the approval of shareholders of Eurocontrol, the delisting of Eurocontrol shares from the TSXV and the approval of the CSE for the listing of Eurocontrol shares on the CSE, the completion of the private placement, the reconstitution of Eurocontrol's Board of Directors and management, Eurocontrol having completed the equity financing and Sable Resources Ltd. having completed the reorganization and Eurocontrol having received copies of all instruments, registrations, and other evidences as it may reasonably request in order to establish the consummation of reorganization. Also, Eurocontrol shall have available current assets on hand of not less than CAD 4 million, after deducting there from all outstanding liabilities of Eurocontrol, other than any fees and costs incurred by Eurocontrol in furtherance of the transactions contemplated by the agreement and in the event of a shortfall Sable Resources shall have option to require Eurocontrol to increase the number of consideration shares issuable to Sable resources by an amount determined by dividing the amount of shortfall by CAD 0.20. Additionally, Eurocontrol has received voting agreements from the holders of 15.9 million Eurocontrol shares (or 17.3% of the current number of issued and outstanding Eurocontrol Shares) to vote in favor of all matters to be considered by Eurocontrol shareholders at the shareholders meeting. The special meeting of Eurocontrol shareholders expected to be held on March 29, 2019. The Board of Directors of Eurocontrol recommends the shareholders to vote in favor of the transaction. On March 29, 2019, Eurocontrol Technics Group's shareholders approved the transaction at the special meeting. Also at the meeting, and in connection with the transaction, shareholders approved the resolutions electing the resulting issuer directors, the voluntary de-listing from the TSX Venture Exchange and the listing on the Canadian Securities Exchange and the new stock option and restricted share unit plans. As of April 17, 2019, Eurocontrol has completed the private placement of 11.73 million of subscription receipts at an issue price of CAD 0.20 per subscription receipt, for gross proceeds of CAD 2.35 million and each subscription receipt is automatically exchanged one common share, issued on a post-consolidation basis, and one common share purchase warrant. The transaction is expected to close no later than April 30, 2019. Jay Goldman of Cassels Brock & Blackwell LLP acted as legal advisor to Sable Resources. Eric Lowy of Irwin Lowy LLP acted as legal advisor to Eurocontrol.