Challenge Gas Holding AB to Acquire Shares of Pifher Resources Inc.TORONTO Toronto (tərŏn`tō), city (1998 est pop. 2,400,000), provincial capital, S Ont., Canada, on Lake Ontario. Toronto is the largest city in Canada and since the 1970s has been one of the fastest-changing cities in North America, experiencing -- Challenge Gas Holding AB ("Challenge Gas") has entered into agreements (the "Agreements") to purchase and acquire 3,672,207 common shares (the "Acquired Shares") of Pifher Resources Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension Venture:PFR) ("Pifher") from three shareholders (the "Sellers") of Echo Energy Inc. ("Echo"). Challenge Gas will acquire the Acquired Shares upon the completion of a three-cornered amalgamation amalgamation /amal·ga·ma·tion/ (ah-mal´gah-ma´shun) trituration (3). amalgamation ( (the "Amalgamation") pursuant to which 1593485 Ontario Inc. ("Subco"), a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Pifher, and Echo will amalgamate and continue as one corporation ("Amalco"). Pursuant to the terms of the Amalgamation, all holders of Echo common shares ("Echo Shares"), other than Pifher, will receive common shares of Pifher ("Pifher Shares") on the basis of 1.2575 Pifher Shares for each Echo Share. Pifher, the sole shareholder of Subco, will receive 100 Amalco shares in exchange for its shares in Subco and Echo. Each Seller is at arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other. to Challenge Gas. The Acquired Shares will represent an equity interest of 21.5% of Pifher Shares that will be outstanding upon completion of the Amalgamation. Challenge Gas holds no Pifher Shares at the date of this release. Under the Agreements, the Sellers have directed Pifher to issue the Acquired Shares directly to Challenge Gas upon completion of the Amalgamation, and Challenge Gas will pay to each Seller a purchase price in respect of the Acquired Shares in the amount equal to the weighted average market price of the Pifher shares which will be calculated on a per share basis over the period of twenty consecutive business days following the resumption RESUMPTION. To reassume; to promise again; as, the resumption of payment of specie by the banks is general. It also signifies to take things back; as the government has resumed the possession of all the lands which have not been paid for according to the requisitions of the law, and the of trading of Pifher Shares on the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. . Challenge Gas will have ownership and control over the Acquired Shares upon their issue to Challenge Gas pursuant to the Agreements. Challenge Gas is a Swedish corporation in which Fuda 2002 Family Trust (of which Mr. Salvatore Fuda, Chairman of Pifher, is an associate) indirectly holds a 49%-equity interest, and in which Oliver Nepomuceno (a nominee nominee n. 1) a person or entity who is requested or named to act for another, such as an agent or trustee. 2) a potential successor to another's rights under a contract. for election as a director of Pifher) indirectly holds a 51%-equity interest. A corporation wholly owned by Fuda 2002 Family Trust and a corporation indirectly owned by Oliver Nepomuceno each have a contractual right to appoint and elect 50% of the directors of Challenge Gas. Salvatore Fuda and Fuda 2002 Family Trust directly and indirectly currently own and control (outside of Challenge Gas) 474,026 Pifher Shares and 1,132,377 Echo Shares. Upon completion of the Amalgamation, Salvatore Fuda and Fuda 2002 Family Trust will directly and indirectly own and control 1,897,990 Pifher Shares (in addition to the Acquired Shares to be owned by Challenge Gas). Challenge Gas' registered head office is Challenge Gas Holdings AB, c/o Baker & McKenzie Advokatbyra, Box 5719 114, 97 Stockholm, Sweden. |
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