Carrara has conditional CSE OK for PreveCeutical RTO
2017-06-21 20:50 ET - News Release
Mr. Stephen Van Deventer reports
CARRARA RECEIVES CONDITIONAL ACCEPTANCE FROM CSE FOR ACQUISITION OF PREVECEUTICAL ANNOUNCES NAME CHANGE, SHARE CONSOLIDATION AND CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT
Carrara Exploration Corp. has received conditional acceptance from the Canadian Securities Exchange in connection with a proposed three-cornered amalgamation with PreveCeutical Medical Inc. (see news release dated March 22, 2017), whereby Carrara will acquire all of the issued and outstanding shares of PreveCeutical in exchange for Carrara common shares resulting in the reverse takeover of Carrara by PreveCeutical. The RTO was approved by shareholders of the company on May 19, 2017, and is a fundamental change for Carrara within the meaning of applicable CSE policies. In connection with the RTO, the company also announces that effective June 21, 2017, it will be changing its corporate name from Carrara Exploration Corp. to PreveCeutical Medical Inc. The company also announces that effective June 21, 2017, the company will be consolidating all of its issued and outstanding common shares on the basis of one postconsolidation share for every three preconsolidation shares, together with a corresponding and equal consolidation of the company's issued and outstanding convertible securities.
Any fractional shares resulting from the consolidation will be rounded up to the next whole share if such fractional share was greater than or equal to one-half of a share, and rounded down to the next whole share if such fractional share was less than one-half of a share. The consolidation will result in the number of issued and outstanding common shares of the company being reduced from 11,987,000 common shares to 3,995,667 common shares.
Registered shareholders will receive a letter of transmittal from the company's transfer agent, TSX Trust Company, describing the process by which shareholders may obtain new certificates representing their postconsolidation common shares. Shares held in uncertificated form by shareholders through brokerage accounts will be converted through each shareholder's brokerage account, and shareholders are not required to take any action to surrender for exchange common shares held. Until surrendered, each certificate representing common shares prior to the consolidation will be deemed for all purposes to represent the number of whole common shares to which the holder thereof is entitled as a result of the consolidation.
The company also announces that on or about June 23, 2017, it will be closing the first tranche of four million units in connection with its previously announced non-brokered private placement of up to 10 million units. Each unit will be issued at a price of 50 cents per unit and consist of one common share of the company and one transferable common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share of the company at an issue price of $1 per share for a period of 12 months from the closing of the private placement, provided, that, in the event that the closing price of the common shares trading on the CSE is at least $1.50 or more for 10 consecutive business days, the company will have the option of accelerating the expiration date for the exercise of the warrants by giving at least 14 business days notice.
The company expects that its common shares will resume trading on a consolidated basis on the CSE on or before July 17, 2017, under the new symbol PREV.
A copy of the RTO agreement and disclosure documents prepared in connection with same may be viewed on the company's SEDAR profile.
We seek Safe Harbor.