NEO Alliance Completes Reorganization Transaction and Name Change
NEO ALLIANCE MINERALS INC.
Press Release For Immediate Release NEX Symbol “NAM.H”
NEO ALLIANCE COMPLETES REORGANIZATION TRANSACTION AND NAME CHANGE
Edmonton, Alberta, Canada, December 16, 2010 - Neo Alliance Minerals Inc. (the “Company”) (NEX: NAM.H) is pleased to announce the completion of its reorganization transactions approved by minority non-related Shareholders at the December 29, 2008 Annual and Special Meeting of the Company. Final approval of the reorganization was subject to receiving a full revocation order from the Alberta Securities Commission and British Columbia Securities Commission and both revocation orders were received on November 29, 2010 and December 1, 2010 respectively. The Company has filed all annual and interim financial statements and related management discussion and analysis, and its continuous disclosure filings are up-to-date.
Pursuant to the completion of the reorganization, the Company has cancelled 18,150,000 common shares owned by Neo Alliance Strategic Holdings Limited which were previously issued from treasury and the issued and outstanding shares of the Company has been decreased from 33,691,000 to 15,541,000.
Reinstatement of Trading, Name Change and Management
The Company has received TSX Venture Exchange (“TSXV”) approval for reinstatement of trading on the NEX effective the opening on December 20, 2010. The Company has changed its name to “Synergy Acquisition Corp.” to better reflect the nature of its business going forward. The NEX has reserved the symbol “SAQ.H”. The proposed business activity for Synergy Acquisition Corp. will be to effect a merger, asset acquisition, share purchase, reorganization or other similar business combination with one or more synergistic operating businesses. The Company will focus on an acquisition or acquisitions in the industrial energy sector, but it may complete its initial business combination with a company outside that industry if an alternative acquisition opportunity presents itself. As of December 16, 2010, the Company's efforts have been limited to organizational activities. It has not, nor has anyone on its behalf, contacted or been contacted by any potential target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. In addition, Mr. Eric Sauze has been appointed Chief Financial Officer and Secretary of the Company replacing Don Caron who will remain as Chief Executive Officer.
Proposed Consolidation
In preparation for certain initiatives being considered by the Company to enhance shareholder liquidity and to attract equity financing in order for the Company to meet its working capital requirements and to fund future acquisitions, the Board of Directors of the Company has determined it is in the best interests of the Company to consolidate its authorized share capital. The Board of Directors believe the consolidation should be on the basis of one (1) Post-Consolidated Share for each six (6) Pre-Consolidated Shares (the “Consolidation”), or such other number of Pre-Consolidated Shares as the Board of Directors and management of the Company may determine appropriate and the regulatory bodies having jurisdiction may accept. The consolidation of the Shares will occur prior to the closing of the Private Placement (see “Private Placement” below).
Proposed Private Placement and The Creation Of A Control Person
Certain initiatives are being considered by management to permit the Company to pursue opportunities that may lead to shareholder liquidity and increased shareholder value. These opportunities may include completing an acquisition of an operating company and pursuing a strategic plan entailing organic and acquisition growth or a combination of both.
The shareholders of the Company will be asked to approve a private placement (the "Private Placement") of up to 4,000,000 Post Consolidated Shares at a price of $0.05 per Post Consolidated Share or such other price as the Board of Directors and management of the Company may determine and the regulatory bodies having jurisdiction may accept. The Private Placement transaction authorized hereunder will be made with a company controlled by Don Caron, CEO and director of the Company and Eric Sauze, CFO of the Company. The Private Placement is non-arm's length to the Company and constitutes a related party transaction and will result in a new "control person" as such term is defined by the TSX Venture Exchange (“TSXV”) policies.
Accordingly, in connection with the rules of NEX and the TSXV, which require that Shareholders approve the creation of a new "control person" the Company will be seeking Shareholder approval to complete the Private Placement.
Related Party Transaction
Exemption from Formal Valuation Requirement
Under the rules of the TSXV and MI 61-101 governing related party transactions, the participation of Don Caron, and or Eric Sauze in the Private Placement constitutes a "related party transaction" The TSXV rules incorporates by reference MI 61-101 and MI 61-101 provides that an issuer involved in a related party transaction must obtain a formal valuation, unless an exemption from this valuation requirement can be relied upon. The Company has determined a formal valuation exemption under MI 61-101 is available. The Company is relying upon the financial hardship exemption set out in paragraph (g) of section 5.5 of MI 61-101 because: (i) the Company is insolvent or in serious financial difficulty; (ii) the transaction is designed to improve the financial position of the Company; (iii) the Company is not subject to a court approval or a court order under bankruptcy or insolvency law; (iv) the Company has one or more independent directors in respect of the transaction; and (v) the Company's Board of Directors, acting in good faith, has determined, and at least two-thirds of the Company's independent directors, acting in good faith, has determined that subsections (i) to (ii) apply and that the terms of the transaction are reasonable in the circumstances of the Company.
Exemption from Minority Approval Requirement
As the Private Placement constitutes a “related party transaction” within the meaning of MI 61-101, the Company is also required to obtain minority approval of the Shareholders for the transaction unless an exemption from the minority approval requirement can be relied upon. Minority approval requires the approval of the majority of the votes cast by Shareholders at the Meeting excluding votes attached to shares that are beneficially owned or over which control is exercised by an interested party or a related party of an interested party. In reviewing the applicable minority approval exemptions, the Company has determined that the transaction size exemption set out in paragraph (b) in section 5.7 of MI 61-101 is applicable as neither the fair market value of the securities to be distributed in the Private Placement transaction nor the consideration to be received for those securities, insofar as the transaction involves interested parties, exceeds $2,500,000, and because:
1. no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plus;
2. the Company has one or more independent directors in respect of the transaction who are not employees of the Company; and
3. at least two-thirds of the directors described in subparagraph (2) have approved the transaction.
As well, the Company has determined the financial hardship exemption set out in paragraph (e) in section 5.7 of MI 61-101, which circumstances are described in financial hardship under Exemption from Formal Valuation Requirement above, is an applicable exemption from minority approval subject to the Alberta Business Corporations Act.
Shareholder Meeting
The Proposed Consolidation, Private Placement and Creation of a Control Person is subject to both shareholder and regulatory approval. As part of the regulatory approval process, the Company has convened a special and annual meeting of shareholders for February 8, 2011 to approve, amongst other things, the Consolidation, Private Placement and Creation of a Control Person as described above.
For additional information, please contact:
Eric Sauze Chief Financial Officer
Neo Alliance Minerals Inc.
T: 780 231-6417 E: [email protected]
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.