VANCOUVER, BC--(Marketwired - April 28, 2017) - Marching Moose Capital Corp. (TSX VENTURE: MMC.P) ("MMCC" or the "Company"), announced today that, following the approval by MMCC's shareholders obtained on November 25, 2015, and the approval of the TSX Venture Exchange (the "Exchange") it has completed the consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every 2 pre-consolidation common shares (the "Consolidation") resulting in a total of 1,820,003 common shares issued and outstanding following the Consolidation.
No fractional common shares will be issued as a result of the Consolidation. Any fractional common share of MMCC resulting from the Consolidation will be rounded up or down pursuant to s.83 of the Business Corporations Act (British Columbia) to the nearest whole post-Consolidation common share and such fractional common share will be cancelled.
Holders of common shares of MMCC who hold uncertificated common shares (i.e., shares held in book-entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, have had their existing book-entry account(s) electronically adjusted by MMCC's transfer agent or, for beneficial shareholders, by their brokerage firms, banks, trusts or other nominees that hold in "street name" for their benefit. Such holders do not need to take any additional actions to exchange their pre-Consolidation common shares for post-Consolidation common shares.
Registered shareholders holding share certificates have been mailed a letter of transmittal to exchange their pre-Consolidation common shares for post-Consolidation common shares of MMCC. Such registered shareholders should complete the letter of transmittal and return it, along with any share certificate(s) representing the pre-Consolidation common shares of MMCC, to Computershare Investor Services Inc. in accordance with the instructions set forth in the letter of transmittal. A copy of the letter of transmittal sent to registered shareholders of MMCC is available on SEDAR.
For additional information regarding the Consolidation, please refer to MMCC's Notice of Special Meeting and Information Circular dated October 21, 2015, which is available on SEDAR.
The completion of the Consolidation is a condition of an agreement between MMCC and Avidian Gold Inc. ("Avidian") in relation to the proposed Qualifying Transaction (the "Transaction") between the MMCC and Avidian as described by News Releases dated October 26, 2016 and April 18, 2017. The Company's shares remain suspended on the TSXV in respect of the proposed Qualifying Transaction.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 filing statement or other disclosure document 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 Transaction and has neither approved nor disapproved the contents of this press release.
Other Information and Updates
MMCC and Avidian will continue to provide further details in respect of the Transaction, in due course, by way of news releases.
Certain statements in this news release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to the treatment of fractional common shares, the procedure for the exchange of common shares pursuant to the Consolidation.
Forward-looking information reflects current expectations of management regarding future events as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to MMCC. The forward-looking information is made as of the date of this news release and MMCC assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.