Envoy Capital Group Inc. (ECG)

[mlkrborn]

Envoy Capital and Merus Labs enter into a definitive agreement whereby Envoy and Merus will amalgamate to form a new company (ECGI) 2.08 : Under the terms of the Arrangement, each common share of Merus will be exchanged on a 4:1 basis for common shares of Amalco (and all outstanding common shares of Envoy will be exchanged on a 1:1 basis for common shares of Amalco. It is a condition precedent to the Arrangement that Envoy will complete a private placement of up to ~4.5 mln units of Envoy at a minimum price of $2.00. Each Envoy Unit consists of one Envoy Share and one half of one warrant, which entitles the holder to purchase an additional Envoy Share at an exercise price of $3.00 per Envoy Share and are required to be exercised if the closing price of the Amalco Shares on the TSX is at or above $4.00 for thirty consecutive days. It is anticipated that the proceeds from the private placement will be used for Amalco's general working capital and to implement Amalco's business plan by providing fund for the expansion of Merus' marketing initiatives and for strategic acquisitions.