On March 22, Everest Ventures Corp. entered into a binding letter agreement with a private British Virgin Islands company Estrella Overseas Limited. Pursuant to the terms of the agreement, Everest intends to complete a business combination with Estrella via the issuance of Everest securities for all of the issued and outstanding securities of Estrella. Upon closing the qualifying transaction, the BVI company is expected to be a wholly-owned subsidiary of Everest, and Everest will change its name to Estrella Energy Services Ltd. The transaction is considered to be an arm's length qualifying transaction, as such term is defined under the policies of the TSX Venture Exchange Inc.
Also, Everest plans to complete a non-brokered private placement of US$2.0 million in connection with the qualifying transaction. It is anticipated that, subject to Exchange approval, Everest may pay a commission or finder's fee in connection with the Everest Financing, such fee or commission payable is to be deducted at closing, from the gross proceeds of the Everest Financing.
After the consolidation and assuming closing of the Everest Private Placement, Everest will get 4,000,000 Everest Shares issued and outstanding, options to acquire 180,052 common shares and no other securities exercisable, exchangeable or convertible into Everest Shares. Upon closing of the qualifying transaction it is expected that there will be 95,000,000 Everest Shares issued and outstanding, options to acquire 180,052 Everest Shares and 39,000,000 Everest Warrants.
The transaction between Everest Ventures and Estrella is to be completed prior to June 20, 2010. The Estrella (BVI) Agreement will terminate if all its conditions are not satisfied or waived by July 31, 2010. The Estrella Agreement will also terminate if the parties have not entered into a definitive agreement on or before April 6, 2010.
