Western Troy Provides Corporate Update and Announces Possible Share Consolidation
28 April 2014 - 4:18PM
Marketwired
Western Troy Provides Corporate Update and Announces Possible Share
Consolidation
TORONTO, ONTARIO--(Marketwired - Apr 28, 2014) - Western Troy
Capital Resources (TSX-VENTURE:WRY) ("Western Troy" or the
"Company") is pleased to announce that the Company is proposing to
implement a possible consolidation of its common shares (the
"Shares") on the basis of up to one (1) post-consolidation Share
for five (5) pre-consolidation Shares (the "Consolidation"). The
Consolidation is subject to the approval of the TSX Venture
Exchange and the Company's shareholders (the "Shareholders"). The
Company also advises that it will send materials relating to this
year's annual and special meeting to be held on May 29, 2014, which
details on the proposed Consolidation, to Shareholders of record as
of April 16, 2014.
Implementation of the Consolidation will not materially affect
the percentage ownership of the Shareholders and the Consolidation
will merely proportionally reduce the number of Shares held by the
Shareholders.
As at the date hereof, an aggregate of 33,589,970
pre-consolidation Shares are issued and outstanding. Assuming
implementation of the Consolidation at the maximum ratio of 1:5,
there will be an aggregate of approximately 6,717,884
post-Consolidation Shares issued and outstanding.
In the event the implementation of the Consolidation would
otherwise result in the issuance of a fractional Share, no
fractional Share will be issued and such fraction will be rounded
up or down to the nearest whole number. In addition, the number of
Shares issuable upon the exercise of any outstanding incentive
stock options or any other convertible securities of Western Troy
will be proportionally adjusted upon the implementation of the
Consolidation. Notwithstanding approval by the Shareholders, the
board of directors of the Company may, in its sole discretion,
revoke the special resolution approving the Consolidation at any
time prior to its implementation.
The Board and management of Western Troy believe that the
Consolidation, if implemented, would be in the best interests of
Shareholders since it may provide the Company with increased
flexibility to seek additional financing opportunities, pursue
strategic transactions or to allow for the acquisition of new
projects of merit. Western Troy will not be changing its name or
its trading symbol in conjunction with the proposed
Consolidation.
Rex Loesby, CEO of the Company, commented, "Western Troy is
continuing to evaluate possible business combinations and/or
acquisitions. Over the past year we have studied a number of
possible transactions that might be beneficial for our
shareholders. We have been very close to closing some of these
potential transactions, but have backed off when due diligence
revealed problems, or the parties involved changed terms."
"We have asked for shareholder approval of a consolidation of
the shares of Western Troy. This will allow us to be more flexible
in negotiating favorable terms for possible acquisitions and the
associated funding that might be necessary going forward. We do not
anticipate effecting a share consolidation unless it is desirable
as part of what could be a favorable transaction for our
shareholders."
"We have been diligent in the pursuit of Western Troy's claims
in the GENIVAR litigation. Based on the information we have to
date, we remain confident that Western Troy has a strong claim
against GENIVAR. The cost of the litigation has been substantially
less than we originally estimated when we began the process of
recovery of damages."
"Our cash position remains strong and, while we will continue to
pursue business combinations and/or acquisitions, we have the
resources to maintain the Company well beyond the end of 2015
without the need to raise additional capital. This includes an
estimate for the cost of the GENIVAR litigation through a full
trial."
About Western Troy: Western Troy's shares trade on the TSX
Venture Exchange under the symbol WRY. Western Troy has 33,589,970
shares outstanding. More information on Western Troy can be found
on its Website at www.westerntroy.com.
CAUTIONARY STATEMENT: Neither the TSX-V nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this
release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information
contained herein. This News Release includes certain
"forward-looking statements." Other than statements of historical
fact, all statements included in this release, including, without
limitation, future plans and objectives of the Company,
implementation of the Consolidation, and possible outcomes in
respect of the GENIVAR litigation, are forward-looking statements
that involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company's expectations
are the risks detailed herein and from time to time in the filings
made by the Company with securities regulators.
Western Troy Capital ResourcesRex E.
LoesbyCEO416-929-3268RexLoesby@aol.com
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