JML-Aquila Reverse Takeover Transaction Moves Forward.TORONTO -- JML (Java HTML) A method for producing dynamic Web pages by embedding Java in an HTML page. Java is embedded in the page with JML tags, and the Java is executed on the server before the HTML page is returned to the user. Resources Ltd. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:JJJ JJJ Julian Date (format) JJJ J. Jonah Jameson (Spiderman character) JJJ Juke Joint Jezebel (KMFDM song) JJJ Japanese Jiu-Jitsu JJJ Jay-Jay Johnson ) ("JML" or the "Company") is pleased to announce the Company has received conditional approval from 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. for the previously announced reverse takeover A reverse takeover occurs when a publicly-traded smaller company acquires ownership of a larger company. It typically requires reorganization of capitalization of the acquiring company. transaction (the "Merger") with Aquila Resources Corp. ("Aquila") and for the listing of the resulting issuer expected to be named "Aquila Resources Inc." ("Newco") on Tier 2. Further detailed disclosure is available under JML's filings on SEDAR SEDAR System for Electronic Document Analysis and Retrieval SEDAR Southeast Data, Assessment, and Review (www.sedar.com). The meeting date seeking shareholders approval of the Merger has been rescheduled for Monday, April 17, 2006 AT 4:30 p.m. in The Pinnacle Room, Sheraton Centre Toronto Hotel, 43rd Floor, 123 Queen Street West, Toronto, Ontario. Description of Transaction Under the terms of the Merger, JML will acquire 100% of the shares of Aquila in return for issuing 49,066,466 common shares of JML. Subsequently, the shares of JML will be consolidated on the basis of one (1) post-consolidation common share for every three (3) pre-consolidation common shares. Previously announced financings by JML of Subscription Receipts and by 2079537 Ontario Ltd. ("Cashco") of Units have raised gross proceeds totalling $2,365,900. Cashco will be acquired by JML on a one for one post-consolidation basis to form Newco. Newco will have the net cash proceeds of the financings and the Back Forty project as its focus with 38,568,286 shares outstanding on a Pro Forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma basis after the Merger. New Director Proposed JML and Aquila are pleased to announce that Alvin Jackson, P.Geo. will be nominated as a director of Newco. Mr. Jackson will bring a wealth of experience to the board of directors of the merged company. He formerly served as the President and a director of EuroZinc Mining Corporation from April 1999 to July 2005. Status of the RTO (Recovery Time Objective) The amount of time a computer system or application can stop functioning before it is considered intolerable to the enterprise. It can be computed to be from seconds to days, depending on how critical the application is to the organization. The annual and special shareholder's meeting of JML to approve the Merger has been rescheduled for April 17, 2006 in Toronto, Ontario. Final completion of the Merger is subject to a number of conditions including but not limited to approval by the shareholders of JML and Aquila and final TSXV approval. The transaction cannot close until all shareholder approvals are obtained. There can be no assurance that the transaction can be completed at all. Investors are cautioned that except as disclosed in the Management Information Circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible prepared in connection with the transaction which is available on SEDAR at www.sedar.com, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of JML should be considered highly speculative. For more information please visit JML's website at: www.jmlresources.com. Certain information regarding the Company contained herein may constitute forward-looking statements under applicable securities laws. Such statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements. The securities being offered have not and will not be registered in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws, and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to purchase securities in the United States. Shares Outstanding: 27,326,910 The TSX Venture Exchange has not reviewed and does not accept resp onsibility for the contents of this release. JML Resources Ltd. (TSX VENTURE:JJJ) |
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