Tosca Resourcessigns Letter of Intent to acquireHatch Interactive Technologies Corp.
Vancouver, British Columbia (FSCwire) - Tosca Resources Corp. ( “Tosca”), (TSQ:CSE, TSMNF:OTCBB, TQ42:FSE) announces that it has signed a Non-Binding Letter of Intent (“LOI”) to acquire 100% of the outstanding shares of Hatch Interactive Technologies Corp.(“Hatch”) of Vancouver, BC, Canada.
The LOI is subject to the execution of a definitive agreement (“the Transaction”) between the two parties by April 30, 2015. The Closing of the Transaction will be subject to a number of other conditions including completing due-diligence to the satisfaction of Tosca management, closing of a private placement financing, completion of non- compete agreements and receipt of all necessary shareholder, regulatory and stock exchange approvals. It is anticipated that a closing of this transaction will represent a Fundamental Change as defined by the policies of the CSE. It is contemplated that upon a successful conclusion of this transaction, the principals of the target company will join the board of Tosca.
In conjunction with the announcement of the transaction, Tosca also announces a non-brokered private placement of up to 6.0 million units at $0.15 for gross proceeds of $ 900,000. Each unit will consist of one common share and one non- transferrable share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.25 in the first calendar year and $0.35 in the second calendar year. Proceeds from the raise will be used for final due-diligence, anticipated transaction costs, filing and professional fees and general working capital. Finder’s fees may be paid in accordance with exchange policies.
The proposed transaction has a purchase price of $4,818,709.95 and will be facilitated by the issuance of Tosca treasury stock at a deemed price of $0.15 per share on a three Hatch shares for two Tosca shares ratio, thereby issuing 32,124,732 shares of Tosca.
Tosca also announces that the Board of Directors has accepted the resignations of Luca Riccio and Sadek El-Alfy as directors and would like to thank them for their past service.
About Hatch Interactive Technologies Corp.(www.hatchitech.com)
Hatch Interactive Technologies Corp is one of North America’s newest technology incubators, staffed with an award winning technology team and a seasoned financial team. Hatch is set to launch a series of Interactive Technologies and an Application focused on social media and gaming.
On behalf of the Board of Directors,
“Ron Shenton”
Ron Shenton, President and CEO
DISCLAIMER
The CSE has not reviewed and does not accept responsibility for the adequacy and accuracy of this information. This news release may contain forward-looking statements. These forward- looking statements do not guarantee future events or performance and should not be relied upon. Actual outcomes may differ materially due to any number of factors and uncertainties, many of which are beyond Infinity’s control. Some of these risks and uncertainties may be described in Tosca’s corporate filings (posted at www.sedar.com). Tosca has no intention or obligation to update or revise any forward looking statements due to new information or events.
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/ToscaMar192015_1.pdf
Source: Tosca Resources Corp. (CSE:TSQ, FWB:TQ4) http://www.toscamining.com/s/Home.asp
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