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Fronsac Capital Announces the Conclusion of an Agreement Prior to the Amalgamation of a Subsidiary With Canadian Prodigy Capita


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SAINT-JEAN-BAPTISTE-DE-ROUVILLE, QUEBEC--(Marketwire - May 26, 2010) - Fronsac Capital inc. ("Fronsac") (TSX VENTURE:GAZ), announces the conclusion of a pre-amalgamation agreement with Canadian Prodigy Capital Corporation ("Prodigy") (NEX : PDI.H), concerning the amalgamation of Prodigy with Investissement Fronsac inc., a wholly-owned subsidiary of Fronsac (the "Pre-Amalgamation Agreement").

Let us remind the reader that on May 10, 2010, Fronsac announced the conclusion of a letter of intent with Prodigy concerning the proposed amalgamation. According to the letter of intent and the Pre-Amalgamation Agreement, Prodigy and Investissement Fronsac Inc. are to amalgamate, and Prodigy shareholders are to receive a total of 2,350,000 shares of Fronsac as consideration for the amalgamation, representing one Fronsac share for each two Prodigy shares held by the Prodigy shareholders. The letter of intent provides that at the moment of amalgamation, Prodigy will have to hold $585,000 in liquidities and current assets, net of its liabilities.

This transaction represents the qualifying transaction of Prodige under TSX Venture Exchange policies.

Following the transaction, Investissement Prodige inc. will be a wholly owned subsidiary of Fronsac and its activities will be those of Fronsac. Prodigy shares will be delisted from the NEX quote.

Finders' fees equalling 5 % of total liquidities and current assets of Prodigy as at the closing date, net of liabilities, will be payable in cash by Fronsac in the context of this transaction. This amount will divided in equal parts between IRR Capital inc., a corporation held by Mr. Richard Morrison, and Mr. Patrick Bazinet, who acted as finders in the transaction.

The amalgamation of Prodigy and Investissement Fronsac inc. is conditional to the meeting of certain preliminary conditions, including obtaining the approval of the transaction by the TSX Venture Exchange and regulatory authorities, as well as shareholders of Prodigy.

Appointment of Mr. Patrick Bazinet as Director of Fronsac

Concurrent to the announcement of the transaction was that concerning the appointment of Mr. Patrick Bazinet to the board of Fronsac. Mr. Bazinet is cofounder of the firm Jarry Bazinet Legal & Business Counsellors Inc., where he practices tax, corporate, commercial, transactional and securities law. Since 2007, he has been serving as director of Meractor Transport Group Corporation, a corporation listed on the TSX Venture Exchange. Mr. Bazinet is a member of the Quebec Bar, and holds a Master's degree in tax law from the HEC Montréal.

About Fronsac Capital

Fronsac is a Canadian corporation listed on the TSX Venture Exchange engaged in the commercial real estate business. Fronsac currently holds two properties, one bordering highway 20 in Mont St-Hilaire (Quebec) including a McDonald's restaurant, a convenience store and gas station, the other located in St-Jean-sur-le-Richelieu (Quebec) bordering highway 35 including a convenience store, a Shell gas station and car wash. These two properties are the main assets of Fronsac.

Fronsac is always on the lookout for real estate properties which, ideally, offer a combination of gas station, convenience store and fast food services.

Forward-Looking Statements

This press release contains forward-looking statements disclosing the point of view and current expectations of Fronsac regarding a future transaction. Closing of the proposed transaction and other prospective information are subject to certain risks, uncertainties and assumptions. These forward-looking statements, by their nature, are not guarantees and contain risks and uncertainties that could cause actual results to differ materially from those projected in such forward-looking statements. Factors that could cause actual results to differ materially from those contemplated in forward-looking statements include risks associated with the economic situation and commercial context of the closing conditions of the projected transaction. Fronsac cautions the reader that actual events may differ materially from current expectations. Fronsac disclaims any intention or undertaking to update or revise any forward-looking statements, even as a result of future events or otherwise, except as required by applicable law.

Neither TSX Venture Exchange nor its Regulatory 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.



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