Press release from Marketwire
Update on Halo and QRS Business Combination
Tuesday, May 21, 2013
Update on Halo and QRS Business Combination16:05 EDT Tuesday, May 21, 2013
TORONTO, ONTARIO--(Marketwired - May 21, 2013) - Halo Resources Ltd. (TSX VENTURE:HLO)(FRANKFURT:HRLN) ("Halo") and QRS Capital Corp. (TSX VENTURE:QRS) ("QRS") wish to provide an update on the business combination announced in the joint Halo/QRS press release dated March 8, 2013. Halo and QRS have now finalized and entered into a definitive arrangement agreement dated May 15, 2013 (the "Arrangement Agreement"). Under the terms of the Arrangement Agreement, QRS will acquire all of the outstanding Halo shares in exchange for QRS units. Each QRS unit will consist of one QRS common share and one QRS share purchase warrant. Each QRS warrant will entitle the holder to purchase one QRS common share for a period of one year from the effective date of the arrangement at a price of $0.40 per share (post-consolidation). If QRS completes an equity financing (not including the $750,000 private placement referred to below) with more favorable warrant terms, the terms of the QRS warrants will, subject to TSX-V approval, be adjusted to reflect those more favorable terms. Immediately prior to the effective date, subject to TSX-V and QRS shareholder approval, QRS will consolidate its common shares into 20 million shares. QRS will then issue 20 million QRS units to the Halo shareholders in exchange for their Halo shares. Upon completion of the arrangement, QRS shareholders and Halo shareholders will each own approximately 50% of the voting securities of the resulting company before the cancellation of any QRS shares held by Halo at the effective date. Pursuant to the Arrangement Agreement and subject to TSX-V and QRS shareholder approval, QRS will change its name to "Sendero Mining Corp." or such other name as may be acceptable to QRS and Halo.
On April 11, 2013, QRS announced a $750,000 private placement of up to 7,500,000 units at a price of $0.10 per unit. Each unit consists of one common share and one half of one common share purchase warrant. Each warrant will entitle the holder to purchase one common share at a price of $0.20 per share for a period of 60 months from closing. QRS expects to complete this financing shortly. Under the terms of the Arrangement Agreement, Halo has agreed to subscribe for $250,000 of this financing. In addition, Halo has agreed to lend up to $250,000 to QRS prior to completion of the arrangement. To date, Halo has advanced $182,000 to QRS under the loan agreement.
It is expected that an application for an interim order regarding the Halo securityholder meeting will be heard by the British Columbia Supreme Court on May 21, 2013. The meeting of Halo securityholders to approve the arrangement has been set for June 21, 2013 and the meeting of QRS shareholders to approve the consolidation and the name change has been set for June 24, 2013. Halo and QRS expect to complete the arrangement before June 30, 2013.
About Halo Resources Ltd.
Halo is a Canadian-based resource company focused on the acquisition of near production base and precious base metal deposits.
About QRS Capital Corp.
QRS is a mineral exploration company focused on exploration and development stage copper and gold targets in South America, particularly in Chile, Peru and Mexico.
ON BEHALF OF THE BOARDS OF DIRECTORS
Marc Cernovitch, President and Chief Executive Officer
John Seaman, Chairman & Chief Executive Officer
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information is frequently, but not always, characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information in this news release includes, but is not limited to, statements with respect to the interim order application and the completion of the arrangement. The reader is cautioned not to place undue reliance on forward-looking information. Forward-looking information is based on certain assumptions, opinions and estimates of management at the date the information is given and is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. These assumptions include, but are not limited to, no material adverse change in the business or affairs of either QRS or Halo. Factors that could cause the forward-looking information to differ materially in actuality include risks typical of operating in the mining industry, changes in copper and other metal prices, fluctuations in currency exchange rates and the failure to obtain the required shareholder and regulatory approvals for the merger. More information about the risks and uncertainties affecting QRS and Halo can be found in QRS's and Halo's filings posted on SEDAR at www.sedar.com. Neither of QRS and Halo undertakes an obligation to update forward-looking information if circumstances or management's estimates or opinions should change, except in accordance with applicable laws.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the arrangement, any information released or received with respect to the arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Halo and QRS should be considered highly speculative.
FOR FURTHER INFORMATION PLEASE CONTACT:
The TSX Venture Exchange has in no way passed on the merits of the proposed transaction and has neither approved or disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Contact Information:
Halo Resources Ltd.
President and Chief Executive Officer
QRS Capital Corp.
Chairman and Chief Executive Officer