July 16, 2015 – Vancouver, British Columbia: Universal Ventures Inc. (the “Corporation” or “UN”) (TSXV: “UN”) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) on July 15, 2015 with Promitheas Int’l Ltd. (“Promitheas”), a private company incorporated pursuant to the laws of the United Kingdom, and two principal shareholders of Promitheas, Thomas Georgakis and Vasileios Bougioukos, in respect of a proposed business combination of the two companies. The proposed business combination is expected to be completed by way of a statutory plan of arrangement or other suitable structure, whereby either Promitheas will acquire UN in a transaction that would constitute a Reverse Takeover of the Corporation pursuant to the TSX Venture Exchange (the “Exchange”) Policy 5.2 – Changes of Business and Reverse Takeovers or a merger or an acquisition of UN by Promitheas (the “Proposed Transaction”). The formal structure of the Proposed Transaction is subject to confirmation as the parties consider applicable corporate, tax and securities law considerations.
Highlights of the Proposed Transaction
Pursuant to the terms of the Letter of Intent, and subject to any regulatory, shareholder or such other approvals that may be required, the completion of satisfactory due diligence by the Corporation and other conditions contained in the Letter of Intent, the parties intend to negotiate and enter into a definitive agreement (the “Definitive Agreement”) which, once executed, will supersede the Letter of Intent. The Definitive Agreement will incorporate the principal terms of the Proposed Transaction as described in this news release, and in addition, such other terms and provisions of a more detailed structure and nature as the parties may agree upon after receiving further tax, legal and financial advice from their respective advisers. However, there is no assurance that the Definitive Agreement will be successfully negotiated or entered into. Promitheas is a privately owned, independent construction development company focused on bidding for construction contracts for projects in Qatar and throughout the countries constituting the Gulf Cooperation Council (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and United Arab Emirates). The Corporation and Promitheas intend to complete a business combination and upon completion of the Proposed Transaction, the resulting issuer will be engaged in the construction and development business of Promitheas’ assets.
Prior to the completion of the Proposed Transaction and subject to obtaining requisite Exchange approval, it is intended that the Corporation will loan approximately $300,000 to Promitheas to develop Promitheas’ assets and opportunities. The loan will be a secured obligation of Promitheas subject to a general security agreement over all its assets and mature upon closing of the Proposed Transaction or, another date if so agreed by the parties.
Private Placement Financing
The Proposed Transaction is subject to the Corporation arranging an equity financing on a best efforts basis for gross proceeds of between $1,500,000 and $2,000,000 (the “Financing”). It is anticipated that, in connection with the Proposed Transaction, the net proceeds from the Financing will be used for: (a) exploring and developing Promitheas’ assets and constructions opportunities; and (b) general working capital purposes.
Conditions of the Proposed Transaction
The Proposed Transaction is subject to a number of conditions precedent. Unless all of such conditions are satisfied or waived by the party for whose benefit such conditions exist, to the extent they may be capable of waiver, the Proposed Transaction will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all. Such conditions include the closing of the Financing, satisfactory completion of due diligence prior to execution of the Definitive Agreement, and that all other consents and approvals (including regulatory approvals) are obtained. Furthermore, the Letter of Intent may be terminated by written consent of the parties.
In accordance with Exchange policy, the Corporation’s shares are currently halted from trading and will remain so until such time as the Exchange determines which, depending on the policies of the Exchange, may not occur until the completion of the Proposed Transaction.
If and when a Definitive Agreement between the Corporation and Promitheas is executed, the Corporation will issue a subsequent news release in accordance with the policies of the Exchange containing the details of the Definitive Agreement and additional terms of the Proposed Transaction, including information relating to sponsorship, summary financial information in respect of the Corporation and Promitheas, and to the extent not contained in this news release, additional information with respect to assets, Financing, and insiders of the resulting issuer upon completion of the Proposed Transaction.
Completion of the Proposed Transaction is subject to a number of conditions including but not limited to, Exchange approval and if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
A further news release will be prepared and disseminated regarding the Proposed Transaction and related transactions, in due course, in compliance with the policies of the Exchange as information becomes available. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
For further information, please contact:
Universal Ventures Inc.
Charalambos (Harry) Katevatis
President and Chief Executive Officer
This news release contains forward-looking information and statements ("forward-looking information") within the meaning of applicable securities laws relating to the proposal to complete the Proposed Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Transaction, the bridge financing, the Financing, and the use of proceeds of the bridge financing and the Financing. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction, the bridge financing, the Financing and associated transactions, that the ultimate terms of the Proposed Transaction, the bridge financing the Financing and associated transactions will differ from those that currently are contemplated, and that the Proposed Transaction, the bridge financing the Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation or Promitheas, their securities, or their respective financial or operating results or (as applicable). Although the Corporation believes that the expectations reflected in our forward-looking information is reasonable, our forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Corporation’s control, including without limitation: volatility in fluctuations in foreign exchange or interest rates; stock market volatility; global economic events or conditions; and other factors, many of which are beyond the control of the Corporation. We caution that the forgoing list of risks and uncertainties is not exhaustive.
Neither TSX Venture 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 release.