The common shares of Olivut Resources Ltd. commenced trading on January 10, 2007.
Qualifying Transaction Background:
As of October 31, 2006, Arrabbiata (the “Company”) was a Capital Pool Company (“CPC”) as defined under Policy 2.4 (the “TSX-V Policy”) of the TSX-V. The principal business of the Company was to identify and evaluate potential opportunities for acquisition of or participation in an interest in assets or businesses, and once identified and evaluated, to negotiate an acquisition of or participation in such assets or businesses (a “Qualifying Transaction”), subject to receipt of shareholder approval and final acceptance for filing by the TSX-V.
The Company terminated the proposed Qualifying Transaction with Biosign Technologies Inc. (“the Biosign Transaction”) in March 2006 as the conditions precedent pursuant to the amalgamation agreement entered into between the parties were not satisfied. Accordingly, the Company’s shares were delisted from the TSX-V in April 2006, and to maintain liquidity for the Company’s shares, the Company listed its shares on the NEX board of the TSX-V (the “NEX”). The NEX is a separate board designed for companies previously listed on the TSX-V or the Toronto Stock Exchange that have failed to comply with the ongoing financial listing standards of those markets. The NEX provides a trading forum for publicly listed shell companies while they seek and undertake transactions which will result in the company carrying on an active business.
In July 2006, the Company signed a letter of intent (the “LOI”) with Olivut Investments Ltd. (“Olivut”) whereby Olivut would amalgamate (the “Amalgamation”) with 2111940 Ontario Inc. (“Subco”), a wholly-owned subsidiary of the Company, which was incorporated by the Company on August 30, 2006. Subsequent to executing the LOI with Olivut the Company held a shareholders’ meeting on September 8, 2006 at which the shareholders of the Company, among other things, approved a subdivision of the Company’s shares on a 1 for 1.558 new basis (the “Ratio”), the continuance of the Company into Ontario, and the change of the Company’s name to Olivut Resources Ltd. upon the completion of the Qualifying Transaction with Olivut.
On January 5, 2007, the Company’s common shares were split according to the Ratio such that the issued and outstanding shares of the Company were 10,310,532 new common shares of the Company, 880,270 of which were held under the terms of a CPC escrow agreement.
On January 8, 2007, Olivut amalgamated with Subco, with the resulting entity being a wholly-owned subsidiary of the Company holding its interests in the HOAM Project, and the Company changed its name to Olivut Resources Ltd. In consideration for the Amalgamation, Olivut security holders exchanged their common shares in the capital of Olivut for common shares in the capital of Olivut Resources Ltd., on the basis of one common share of the Company for each of the 10,310,000 Olivut common shares then outstanding. In addition, upon completion of the Qualifying Transaction, 5,900,825 Olivut special warrants were automatically exercised into common shares and exchanged for 5,900,825 common shares of Olivut Resources Ltd. As a result of the transaction, the former security holders of Olivut own more than 50% of Olivut Resources Ltd. Certain of the Company’s shares issued to the Olivut shareholders are subject to escrow in accordance with the policies of the TSX-V.
Ancillary to the Qualifying Transaction, the TSX-V accepted for filing the Company’s 10% rolling stock option plan, which plan was approved by the Company’s shareholders on September 8, 2006.
As a result of the completion of the Qualifying Transaction, the Company has assumed the business operations of Olivut.