TORONTO,
May 19, 2015 /CNW/ - Viking Gold
Exploration Inc. (TSX-V:VGC), the "Company" or Viking ", is pleased
to announce that it has entered into a letter of agreement with a
private Company operating as "Blender Boyz" (the "Letter
Agreement"). Under the terms of the Letter Agreement, Viking will
undertake an arrangement whereby "Blender Boyz" will become a
publicly traded reporting issuer and Viking shareholders will
receive a partial interest in that new company. The following steps
will be taken:
- Viking to form a wholly-owned subsidiary company "New Blender
Boyz".
- Under the Letter Agreement Viking has the right to acquire 100%
of the shares of 2309270 Ontario Inc, which owns 100% of 2291306
Ontario Inc., the company operating "Blender Boyz" business, for
$3,200,000 in shares valued at
$.20 each. The right of Viking under
the Letter Agreement to acquire Blender Boyz will be assigned to
New Blender Boyz.
- Viking to complete a stock consolidation to be determined.
- Viking to distribute out the shares of "New Blender Boyz" to
all existing Viking shareholders on the basis of 1 share of New
Blender Boyz for every 4 shares of Viking that are held.
- "New Blender Boyz" to complete a private placement of
$1,200,000 from the sale of 6,000,000
units at $.20 each. Each unit
to consist of one common share of "New Blender Boyz" plus one
warrant to purchase another share at a price of $.30 good for two years.
- "New Blender Boyz" will loan to Viking $100,000 on terms to be negotiated to offset some
of the costs of this transaction.
- "Viking" to consider transferring its listing to the Canadian
Securities Exchange.
The result of these steps is that Viking will
continue to be a publicly traded company that will hold all of its
existing properties and liabilities, and "New Blender Boyz" will be
a separate public company.
The majority shareholder of Blender Boyz is Mr.
Jim Jackson of Clermont, Florida who is also the President
and CEO. Mr. Mark Edwards, the CEO
of the Company is currently the CFO of Blender Boyz. Mr.
Edwards has no beneficial ownership interest in Blender Boyz.
This transaction is scheduled to close on or
before August 15, 2015.
This entire series of transactions will be
subject to regulatory, court and shareholder approvals.
About Blender Boyz:
Established in 2011, Blender Boyz is the
innovative company in the frozen, blended beverage category. Single
serve, high quality consistent, easy to use blender drinks in 3
categories - real fruit smoothies, blended coffees (iced capp) and
cocktail mixers. The "k-cup" of blender beverages
Product features include
- Shelf stability - No need for refrigeration.
- Single serve convenience - No waste.
- Perfect portions every time - No measuring.
- Ease of use - One pouch, one drink.
- Very easy to use at home or in food service
- Great tasting ingredients
Management Cease Trade Order
On May 12, 2013,
the Ontario Securities Commission issued a management cease trade
order for failure of the Company to file annual financial
statements, management's discussion and analysis and CEO and CFO
certifications for the financial year ended December 31, 2014 on or before the filing
deadline of April 30, 2015. The MCTO
prohibits all trading by certain insiders of the Company in
securities of the Company until the order is revoked. The Company
is required to provide bi-weekly status updates in accordance with
National Policy 12-203 - Cease Trade Orders for Continuous
Disclosure Defaults until the MCTO has been revoked or a full cease
trade order issued.
Completion of the transaction is subject to a
number of conditions, including Exchange acceptance and
disinterested Shareholder approval. 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 Management Information Circular 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 the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed
upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press
release.
This press release contains forward-looking
statements. All statements, other than of historical fact, that
address activities, events or developments that the Company
believes, expects or anticipates will or may occur in the future
(including, without limitation, statements regarding the estimation
of mineral resources, exploration results, potential
mineralization, potential mineral resources and mineral reserves)
are forward-looking statements. Forward-looking statements are
often identifiable by the use of words such as "anticipate",
"believe", "plan", may", "could", "would", "might" or "will",
"estimates", "expect", "intend", "budget", "scheduled", "forecasts"
and similar expressions or variations (including negative
variations) of such words and phrases. Forward-looking statements
are subject to a number of risks and uncertainties and other
factors that may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Factors that could cause actual
results or events to differ materially from current expectations
include, among other things, without limitation, failure to
establish estimated mineral resources, the possibility that future
exploration results will not be consistent with the Company's
expectations, the price of commodities and other risks identified
in the Company's documents filed with the Canadian securities
regulatory authorities on SEDAR.com. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking
statement.
SOURCE Viking Gold Exploration Inc.