Monday, May 17, 2010

Everest announced update on its business combination with the BVI company

Everest Ventures Corp. provided an update to its announcement of the acquisition of the BVI company Estrella Overseas Limited, informing that on April 30, 2010, it has entered into a merger agreement among itself, its wholly-owned subsidiary in the British Virgin Islands, Everest (BVI) Limited, and Estrella Overseas Limited.

By terms of this agreement, Estrella will merge with Everest BVI, Estrella being the surviving entity. All of the outstanding securities of Estrella will be exchanged for securities of Everest. The merger shall constitute qualifying transaction, upon closing of which Estrella will become Everest's wholly-owned subsidiary, which will change its name to Estrella Energy Services Ltd. Also, the previously announced non-brokered private placement of US$2mln by Everest will now be completed by Estrella. The private placement is expected to close on May 7, 2010 or on other date as determined by Estrella.

On March 22, 2010, when the first press release was issued, common shares of Everest were suspended. The corporation was given the term until June 24, 2010 to either complete a qualifying transaction or transfer to NEX, which is a separate trading board of the TSXV, - otherwise it will be delisted. If Everest Corp. transfers to the NEX prior to closing, it may still complete the qualifying transaction, and then its shares will return to trading on the TSX.