Allana Potash Corp. (AAA.TO: Quote) said Tuesday that it has entered into a definitive agreement to acquire all of the issued and outstanding common shares of Nova-Ethio Potash Corporation.
Nova-Ethio Potash Corporation is a private company which indirectly holds a 100 percent interest in a strategically located potash license adjacent to Allana's potash project in the Danakhil Depression in Ethiopia.
Allana noted that the acquisition will be effected through the merger of one of its wholly-owned subsidiary and Nova, in accordance with the laws of the British Virgin Islands.
As per the merger agreement, Allana shall issue 12,716,667 common shares to the shareholders of Nova in exchange for all of the common shares of Nova. It will also issue an additional 35,610,000 common shares to be held in escrow, which shall be released to Nova shareholders in accordance with certain escrow release conditions.
Allana noted that the transaction is expected to occur on or before October 17, 2012, subject to the approval by Nova shareholders and Nova delivering a balance sheet indicating no less than $1.3 million in cash and cash equivalents at the time of closing.
The transaction is also subject to Nova shareholder entering into an escrow agreement with Allana in respect of the Allan Escrowed Shares, and the confirmation from Nova to Allana, in writing that the license underlying the Nova Property has been renewed with the Ethiopian Ministry of Mines.
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by RTT Staff Writer
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