Admiralty Oils Limited cancelled the acquisition of Arkadia Capital Corp. in a reverse merger transaction.
The completion of the transaction is subject to exchange approval, Admiralty shareholder approval, execution of dissent rights, third party approvals, consummation of private placement, each of Dave Drover, Dennis Nerland and Wilson Olive shall have provided a release and resignation in favour of Arkadia, Arkadia having made a secured loan in the amount CAD 0.26 million, execution of Admiralty support agreements duly executed by its Directors and Officers, termination of Admiralty option plan and does not require Arkadia shareholder approval. Also, the entering into definitive agreement is subject to satisfactory due diligence, and approval by the Board of Directors of Admiralty and Arkadia. The Board of Directors of Arkadia and Admiralty Oils have unanimously approved the transaction.
As of March 18, 2013, the terms of the agreement were amended as per the revised terms, Admiralty shareholders will now receive one point five 1.5 Arkadia shares for each Admiralty share held, instead of one point two 1.2 Arkadia shares for each Admiralty share held and as a result, Arkadia expects to issue approximately 15.8 million Arkadia shares.
Admiralty intends to hold a special meeting of Admiralty shareholders in January or February, 2013 to pass a special resolution approving the transaction and Arkadia intends to hold in January or February, 2013 where Arkadia shareholders will be asked, among other things, to pass a special resolution approving an amendment to Arkadia's articles to change its name to Admiralty Oils Ltd. Adam Rock of Shea Nerland Calnan LLP acted as acted as legal advisor to Arkadia Capital Corp. and Tim B. Haney of Fraser Milner Casgrain LLP acted as legal advisor to Admiralty Oils Ltd.
Admiralty Oils Limited cancelled the acquisition of Arkadia Capital Corp. in a reverse merger transaction on September 9, 2013.