1011704 B.C. LTD. Announces Proposed Amalgamation With Wikibusiness Corporation

VANCOUVER, BC / ACCESSWIRE / April 27, 2015 / 1011704 B.C. Ltd. (“BC1011704”) is pleased to announce that it has concluded an amalgamation agreement with WikiBusiness Corporation (“WikiBusiness”) and 1028029 B.C. Ltd. (“BC Subsidiary”), a wholly-owned subsidiary of BC1011704 (the “Agreement”), wherein WikiBusiness and BC Subsidiary will amalgamate (the “Amalgamation”). Shortly before the completion of the Amalgamation, BC1011704 shall consolidate the BC1011704 common shares, on the basis of one post-consolidation BC1011704 common share for every 8 pre-consolidation BC1011704 common shares held. Pursuant to the Articles of Incorporation of BC1011704, the consolidation does not require BC1011704 shareholder approval.

Upon Amalgamation, each WikiBusiness shareholder will receive one post-consolidation BC1011704 common share (equal to 8 pre-consolidation BC1011704 common shares) in exchange for each WikiBusiness common share held, at a deemed price of $1.00 per post-consolidation BC1011704 common share.

Shortly after the completion of the Amalgamation, WikiBusiness and BC1011704 will complete a vertical amalgamation and continue as one corporation (the “Resulting Issuer”), which will carry on the business of WikiBusiness under the name “WikiBusiness Corporation”.

Upon completion of the Amalgamation, the current WikiBusiness shareholders and the current BC1011704 shareholders shall own all of the issued and outstanding securities of the Resulting Issuer, which, in turn, will own all of the issued and outstanding securities of WikiBusiness Corp., currently a wholly-owned subsidiary of WikiBusiness incorporated in California, and WikiBusiness Denmark ApS, currently a wholly-owned subsidiary of WikiBusiness incorporated in Denmark.

Neither the Amalgamation nor the vertical amalgamation requires BC1011704 shareholder approval. However, the Amalgamation requires WikiBusiness shareholder approval, which was obtained at a special meeting of shareholders of WikiBusiness held in Copenhagen, Denmark, on March 14, 2015.

Further details on the Amalgamation will be announced in due course.

About BC1011704

BC1011704 was incorporated as “1011704 B.C. Ltd.” pursuant to the Business Corporations Act (British Columbia) on August 24, 2014, as a wholly-owned subsidiary of Haltain Developments Corp., with which it recently completed a plan of arrangement to become a reporting issuer in the provinces of British Columbia and Alberta. 

About WikiBusiness

WikiBusiness is building the world’s most extensive and dynamic business encyclopedia that presents timely, verified business information on companies worldwide. WikiBusiness will provide users access to consolidated historical, factual, and financial knowledge, and data combined with real time news and social media feeds about companies.

It is anticipated that the Resulting Issuer would carry on the current business of WikiBusiness.

Reader Advisory

Completion of the Amalgamation is subject to a number of conditions. Where applicable, the Amalgamation cannot close until the required approvals are obtained. There can be no assurance that the Amalgamation will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Amalgamation, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of a venture issuer should be considered highly speculative.

Neither the TSX Venture Exchange nor the Canadian Securities Exchange has passed upon the merits of the proposed Amalgamation and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor the Canadian Securities 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 press release.

Forward-Looking Information Advisory

This press release contains “forward-looking information”, which is disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action. In particular, the forward-looking information in this press release includes information regarding the following

– the terms of the Amalgamation;
– the completion of the Amalgamation;
– the Resulting Issuer’s business.

Actual results may vary from the forward-looking information in this press release. Material risk factors that could cause actual results to differ materially from the forward-looking information include the following:

– that the Exchange refuses to approve the listing of the Resulting Issuer’s common shares on the Exchange;
– that the parties do not obtain approval of the Amalgamation or, having obtained approval, the directors elect not to proceed with the Amalgamation;
– that the proposed directors and officers of the Resulting Issuer are unable to serve as directors and officers of the Resulting Issuer; and
– the Resulting Issuer cannot realize its business objectives.

The material factors or assumptions that were used to develop the forward-looking information in this press release include the following:

– that the parties are able to complete the Amalgamation;
– that the Exchange will approve the listing of the common shares of the Resulting Issuer on the Exchange;
– that the proposed directors and officers of the Resulting Issuer are able to serve as directors and officers of the Resulting Issuer; and
– the Resulting Issuer can achieve its business objectives.

BC1011704’s views regarding possible events, conditions or financial performance may change. However, BC1011704 does not intend to update the forward-looking information in this press release, except as required by applicable securities legislation.

Further Information

For further information, please contact:

1011704 B.C. Ltd
Richard Shatto
President and Chief Executive Officer
Telephone: (604) 807-6334

SOURCE: 1011704 B.C. LTD 

ReleaseID: 428257