TORONTO, ONTARIO–(Marketwired – Sept. 9, 2015) – Amana Copper Ltd. (“Amana” or the “Company“) (CSE:AMA) is pleased to announce that it has signed a definitive agreement (“Definitive Agreement“) dated September 4, 2015 with International Wastewater Systems Inc. (“IWS”) and its shareholders pursuant to which Amana will acquire 100% of the issued and outstanding common shares of IWS (the “Transaction“).
Pursuant to the terms of the Definitive Agreement, on closing of the Transaction: (i) Amana will issue to the IWS shareholders a total of 45,000,000 Amana common shares (the “Consideration Shares“) at a deemed price of $0.14 per Consideration Share for total aggregate consideration of $6,300,000; (ii) the resulting issuer will be renamed International Wastewater Systems Inc. and will continue the business of IWS, a world leader in wastewater heat exchange technology; (iii) management of the resulting issuer will be led by Lynn Mueller, Chairman and CEO and Yaron Conforti, CFO and the board of directors will be comprised of Lynn Mueller, Yaron Conforti, Mark McCooey and Paul Lee.
All Consideration Shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and CSE requirements. The Transaction will constitute a “fundamental change” for the Company pursuant to the policies of the Canadian Securities Exchange (the “CSE“). It is expected that the Company will obtain shareholder approval of the Transaction by way of a shareholder consent resolution. The completion of the Transaction is subject to shareholder approval and CSE and regulatory approvals.
Additional information concerning IWS and the Transaction will be provided in a CSE Listing Statement which will be made available on the Company’s SEDAR profile at www.sedar.com.
ON BEHALF OF THE BOARD
Yaron Conforti, Chief Executive Officer and Director
The CSE does not accept responsibility for the adequacy or accuracy of this release.
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that Amana Copper Ltd. (the “Company”) expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
Amana Copper Ltd.