CHILLIWACK and SURREY, British Columbia, Oct. 17, 2016 (GLOBE NEWSWIRE) — Garmatex Holdings Ltd. (having changed its name from Oaxaca Resources Corp.; the “Company”) and Garmatex Technologies, Inc. (“Garmatex”) are jointly pleased to provide the following update respecting the pending statutory arrangement as between the Company and Garmatex which was originally announced on March 16, 2016 (the “Arrangement”). Pending satisfaction of the closing conditions and the court and securityholder approvals, Garmatex will become a wholly owned subsidiary of the Company and the securityholders of Garmatex will become securityholders of the Company.
Status of Arrangement
The proposed Arrangement is commonly referred to as a reverse take-over (“RTO”) and effectively, upon closing, Garmatex shareholders will hold more than 50% of the post-closing outstanding shares of the Company, not including the shares to be issued by the Company as part of the concurrent Company financing. Upon closing of the Arrangement Agreement Garmatex shareholders will receive one share in the Company for each post-share consolidation Garmatex share (the share consolidation will be on a one new share for five old shares basis). The shares of the Company received by Garmatex shareholders will be “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act (the “Act”) and will be subject to a 12-month hold period from the date that the Company files “Form 10 information” with the SEC and the Company is compliant with its reporting obligations with the SEC. In addition, each post-Garmatex share consolidation share purchase warrant will be issued a replacement share purchase warrant in the Company and all outstanding post-Garmatex share consolidation stock options are to be cancelled on or prior to the effective time of the Arrangement.
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