AgriMarine Holdings Inc. Acquires Middle Bay Properties Inc

February 11, 2011 09:45

AgriMarine Holdings Inc., the leader in floating closed containment technology and production for sustainable aquaculture, announces that it has entered into a letter of intent to purchase all of the issued and outstanding common shares of Middle Bay Properties Inc. from Theanon Charitable Foundation MBPI's sole shareholder. The proposed transaction is subject to due diligence and certain conditions, including but not limited to the approval of the TSX Venture Exchange, reports with reference to AgriMarine Holdings.

Middle Bay is the marine site of AgriMarine's closed containment salmon rearing technology located within the City of Campbell River, the only urban Canadian city that has licensed salmon aquaculture within city boundaries. The purchase of MBPI will result in AgriMarine being the sole owner of the land and water rights at its Middle Bay site.

The purchase price for the MBPI shares is $1,250,000, payable by the issuance to Theanon of 2,500,000 Units of the Company at a deemed price of $0.50 per Unit. Each Unit is comprised of one common share in the capital of the Company and one-fifth of one common share purchase warrant. In addition to acquiring MBPI, AgriMarine will separately acquire from Theanon on closing an outstanding promissory note (the "Note") issued by MBPI in the amount of $1.5 million for cash. The Note is secured by a mortgage registered by Theanon against land owned by MBPI, and this mortgage will be transferred to AgriMarine following the closing.

Each whole warrant (a "Warrant") will entitle the holder to purchase an additional common share (a "Warrant Share") at a purchase price of $0.65 for a period of one year from the date of issue. The warrant expiry may be accelerated at the Company's discretion if the share price of the Company trades at a price equal to or higher than $1.00 for a period of 10 consecutive trading days.

The Units will be issued by way of prospectus exemption and both the Shares, and any Warrant Shares issued pursuant to the exercise of the Warrants, will be subject to a statutory hold period of four months and one day in accordance with applicable securities legislation.

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