Included in this update:
- The Vancouver Small-Cap Conference – Nov 6. Like us on Facebook for a chance to win a $100 gift card.
- Update on Audiotech Healthcare’s going private transaction
- Blackbird Energy announces amendment to agreement with Ruger Energy Inc.
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Audiotech Healthcare Corporation (AUD:TSX-V)
Current Price: $0.33 (coverage commenced Nov. 8/04 - $0.14)
Audiotech Healthcare Corporation has announced that the Board of Directors has, on recommendation of the Special Committee based on receipt of a comprehensive valuation report and other due diligence and deliberations, accepted the proposal from AHC Acquisition Inc. whereby AHC will acquire (the Transaction) all of the outstanding common shares of Audiotech Healthcare (other than shares held by the Iadarola Group) at a price of $0.35 per share and Audiotech has entered into a formal Arrangement Agreement dated September 10, 2012 with AHC whereby the Transaction will be effected by way of statutory plan of arrangement under the BC Business Corporations Act.
A special meeting of shareholders will be held on Tuesday, Nov. 27, 2012, at 9:30 a.m., at the offices of Audiotech Healthcare Corp. at suite 760, First Bank Tower, 175 2nd Ave., Kamloops, B.C., at which meeting shareholder approval of a proposed statutory plan of arrangement and delisting of Audiotech's shares from trading on the TSX Venture Exchange will be sought. Further details of the proposed plan of arrangement are contained in the prior news releases of July 24 and Sept. 10, 2012, and an information circular prepared by Audiotech's management will be mailed to shareholders on or about Oct. 31, 2012. The record date for the special meeting is Monday, Oct. 22, 2012. Among other conditions, the Transaction requires the approval of Audiotech's shareholders by special resolution, as well as majority of the minority approval pursuant to the policies of the TSX Venture Exchange, approval of the Supreme Court of British Columbia and acceptance by the Exchange.
The parties continue to prepare documentation and work towards obtaining the necessary approvals and acceptances, including the calling of a special meeting at which Audiotech shareholder approvals will be sought.
Assuming completion of the proposed Transaction, the common shares of Audiotech Healthcare will be delisted and no longer publicly traded and Audiotech Healthcare will apply under securities legislation to cease reporting in each jurisdiction where it is currently reporting.
QIS Capital Comments:
Audiotech is moving along smoothly with its proposed going private transaction. It is important that shareholders take the opportunity to vote either in person or by proxy. Shareholders should be receiving their voting instructions in the next few weeks.
Blackbird Energy Inc. (BBI:TSX-V)
Current Price: $0.08 (coverage commenced Aug 19/11 - $0.18)
Blackbird Energy Inc. has announced that, due to market conditions, it has entered into an amending agreement dated October 22, 2012 with respect to its proposed acquisition of Ruger Energy Inc., a junior oil and gas exploration and development company in Alberta.
The Amending Agreement revises the terms of the Securities Exchange Agreement dated September 24, 2012 by reducing the deemed price of the transaction units to be issued by Blackbird to the shareholders of Ruger, from $0.12 to $0.101 per Transaction Unit. With each Transaction Unit being comprised of one common share and one-half of one share purchase warrant, the price revision will result in an aggregate of 47,143,250 Transaction Shares and 23,571,625 Transaction Warrants being issued. All other terms of the Acquisition remain the same.
Garth Braun, Chief Executive Officer and director of Blackbird, commented: The acquisition of Ruger is transformational for Blackbird, as it diversifies the project base of the Company and strengthens our balance sheet. Post transaction, as an emerging E & P company, Blackbird will have garnered a balanced asset base with a producing oil and gas production mix and lands with development potential. The Company will be well positioned to expand its focus on exploration and development in both the deep basin in West Central Alberta and oil-prone project areas in Saskatchewan.
QIS Capital Comments:
The completion of the Ruger acquisition is an important and significant event for Blackbird and its shareholders. Cash is king for junior oil and gas producers as financings have become almost non-existant. This deal provides Blackbird with the necessary capital to move the company forward and hopefully grow the company to a point where ALL shareholders will make money.
The acquisition provides the following strategic advantages:
1) Strengthens the balance sheet with addition of $3.6 million plus property values
2) Improves management team
3) Diversifies property focus with addition of new opportunities and operatorship in both Alberta and Saskatchewan
4) Provides finances for current projects and the acquisition of new opportunities
For any Blackbird Energy shareholders, I have a letter for approval of the proposed acquisition of Ruger Energy. This letter saves Blackbird a ton of time and money as they can forego special shareholer meetings, audits, etc. If you are a Blackbird shareholder and would like to receive a summary of the acquisition and a letter of approval for signature please call or email QIS Capital at 250-377-1182 or firstname.lastname@example.org.