VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/10/11 -- AgriMarine Holdings Inc. (TSX VENTURE: FSH)(OTCQX: AGMHF)(FRANKFURT: A2G) (the 'Company' or 'AgriMarine'), the leader in floating closed containment technology and production for sustainable aquaculture, announces that it has entered into a letter of intent to purchase all of the issued and outstanding common shares of Middle Bay Properties Inc. ('MBPI') from Theanon Charitable Foundation ('Theanon'), MBPI's sole shareholder. The proposed transaction is subject to due diligence and certain conditions, including but not limited to the approval of the TSX Venture Exchange.
Middle Bay is the marine site of AgriMarine's closed containment salmon rearing technology located within the City of Campbell River, the only urban Canadian city that has licensed salmon aquaculture within city boundaries. The purchase of MBPI will result in AgriMarine being the sole owner of the land and water rights at its Middle Bay site.
The purchase price for the MBPI shares is $1,250,000, payable by the issuance to Theanon of 2,500,000 Units of the Company at a deemed price of $0.50 per Unit. Each Unit is comprised of one common share in the capital of the Company and one-fifth of one common share purchase warrant. In addition to acquiring MBPI, AgriMarine will separately acquire from Theanon on closing an outstanding promissory note (the 'Note') issued by MBPI in the amount of $1.5 million for cash. The Note is secured by a mortgage registered by Theanon against land owned by MBPI, and this mortgage will be transferred to AgriMarine following the closing.
Each whole warrant (a 'Warrant') will entitle the holder to purchase an additional common share (a 'Warrant Share') at a purchase price of $0.65 for a period of one year from the date of issue. The warrant expiry may be accelerated at the Company's discretion if the share price of the Company trades at a price equal to or higher than $1.00 for a period of 10 consecutive trading days.
The Units will be issued by way of prospectus exemption and both the Shares, and any Warrant Shares issued pursuant to the exercise of the Warrants, will be subject to a statutory hold period of four months and one day in accordance with applicable securities legislation.
About AgriMarine Holdings Inc.
AgriMarine is in the business of producing fish sustainably in its proprietary closed containment systems in China for the rearing of trout, salmon and other finfish such as tuna, in floating solid-wall closed containment systems that allow for control of the rearing water environment. AgriMarine's technology resolves many of the environmental issues created by present net cage rearing practices worldwide and permits the installation of fish production systems in close proximity to consumer markets.
Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company's expected future business and financial performance, and often contain words such as 'anticipate', 'believe', 'plan', 'estimate', 'expect', and 'intend', statements that an action or event 'may', 'might', 'could', 'should', or 'will' be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing; reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; and the volatility of common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.
Neither the TSX Venture Exchange nor its Regulation 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.
AgriMarine Holdings Inc.
Chief Executive Officer
AgriMarine Holdings Inc.
Manager, Media Relations and Marketing