JMG Exploration Inc. (JMGE.OB) announced that it has entered into a non-binding letter of intent to acquire Ad-Vantage Networks Inc., a development stage corporation that is engaged in digital advertising service technology.
On completion of the proposed transaction: Ad-Vantage will become a wholly owned subsidiary of JMG Exploration; JMG will seek to implement a one-for-two reverse stock split; JMG will extend its three classes of warrants ($4.25, $5.00 and $6.00) for a period of 18 months from the closing of the transaction.
Following the completion of the proposed transaction, JMG will cause the officers and directors of Ad-Vantage to become officers and directors of JMG Exploration; and JMG will have a board of directors that will consist of five persons, two of whom will be designated by Ad-Vantage, two by JMG and one independent director to be mutually designated by the parties.
The company said that the acquisition will result in the current stockholders of JMG owning approximately 12.9% of the Company on a fully diluted basis and the security holders of Ad-Vantage, together with certain new investors, option holders and warrant holders owning the balance.
The transaction is subject to a 90 day due diligence period, the entry into definitive agreements and other customary conditions. No assurance can be given that the transaction between JMG and Ad-Vantage can or will be completed.
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