POCO Announces Merger with Purebase
Board of Directors of POCO announces that it has completed a Plan and Agreement of Reorganization with Purebase, Inc. and new Company share structure.
PR Newswire
YUBA CITY, Calif., Dec. 24, 2014
YUBA CITY, Calif., Dec. 24, 2014 /PRNewswire/ — The Board of Directors of Port of Call Online, Inc. (OTCBB: POCO or the “Company”) is pleased to announce that on December 23, 2014 it entered into and completed a Plan and Agreement of Reorganization between the Company and Purebase, Inc., a Nevada Corporation (“Purebase”) and certain stockholders of Purebase (the “Reorganization”).
“The announcement today of the completion of the Plan of Reorganization for Port of Call Online will now allow the Company to move in the direction of becoming a fully-functioning natural mineral and mining company.” Mr. Arthur Scott Dockter, CEO of the Company, stated. “As a result of this Reorganization we have acquired material assets and products that will advance our Company to the next level. We are directing our resources now to providing products to clients in the agriculture and construction sectors, our two cornerstone industries.”
Pursuant to the Plan of Reorganization, the Company acquired 43,709,412 (representing 95.5%) of the issued and outstanding shares of Purebasein exchange for 43,709,412 shares of the common stock of the Company. As a result of the Reorganization, Purebase became a majority-owned subsidiary of the Company and the eleven former stockholders of Purebase now own, in the aggregate, approximately 61% of the Company’s outstanding common stock.
Upon consummation of this Reorganization, the Company will seek to exchange the remaining 2,108,390 shares of issued and outstanding shares of Purebase from its remaining stockholders on the same 1-for-1 exchange ratio. Assuming all the remaining shares of Purebase are exchanged for shares of the Company’s common stock, the Company will have issued and outstanding an aggregate of 70,217,802 shares of its common stock and Purebase will become a wholly-owned subsidiary of the Company.
As a result of the Reorganization, the Company acquired the business operations of Purebase which now becomes the Company’s primary business activity and the Company will not pursue its previous business of developing web-based services for boaters.
The Business of Purebase
Purebase was incorporated in the state of Nevada on June 11, 2013, as an exploration and mining company and is headquartered in Yuba City, California. Purebase is a diversified, industrial mineral and natural resource company providing solutions to a wide range of markets, including its cornerstone markets of agriculture and construction. Within the agricultural sector, Purebase will provide soil amendments that may be used by both large farming operations and consumer retail, both in the US and internationally. Within the construction sector, Purebase will provide Supplementary Cementitious Materials (SCM) that may be used in large infrastructure development projects for government, commercial industries and residential buildings.
About POCO
The Company will be continuing businesses under the trade name Purebase, continuing to pursue interests in the field of industrial minerals and natural resources. The Company plans to engage in the acquisition, development, mining and full-scale exploitation of industrial and natural mineral properties in the United States as its top priority. The Company’s business model will be to define and commercially develop world-class industrial and natural mineral deposits which can be mined, refined and sold to the industrial and agricultural market sectors.
Safe Harbor
This press release contains statements, which may constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Port of Call Online Inc. and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete mineral resource transactions. Additional factors that may cause actual results to differ from those anticipated are discussed throughout the Company’s Form 8-K filed concurrently with Securities and Exchange Commission and should be reviewed and considered carefully. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
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SOURCE Port of Call Online, Inc.
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