GARMATEX TECHNOLOGIES, INC. HAS SIGNED AN ARRANGEMENT AGREEMENT TO COMPLETE AN RTO OF A PUBLIC COMPANY
Garmatex Technologies, Inc. announces binding agreement with Oaxaca Resources Corp.
Surrey, British Columbia; April 18, 2016; Garmatex Technologies, Inc. (“Garmatex” or the “Company”) is pleased to announce that it has signed a binding and definitive arrangement agreement (the “Arrangement Agreement”) with Oaxaca Resources Corp. (“Oaxaca”), a company listed and posted for trading on the OTC Pink operated by the OTC Markets Group Inc. under the stock symbol “OXCR.” Pending satisfaction of the closing conditions and the court and securityholder approvals, Garmatex will become a wholly owned subsidiary of Oaxaca and the securityholders of Garmatex will become securityholders of Oaxaca.
This transaction is commonly referred to as a reverse take-over (“RTO”) and effectively, upon closing, Garmatex shareholders will hold the majority of the post-closing outstanding shares of Oaxaca, not including the shares to be issued by Oaxaca as part of the concurrent Oaxaca financing. Upon closing of the Arrangement Agreement, Garmatex shareholders will receive one share in Oaxaca for each post-share consolidation Garmatex share (share consolidation will be on a one new share for five old shares basis). The shares of Oaxaca received by the Garmatex shareholders will be “restricted securities” as defined under Rule 144(a)(3) and will be subject to a 12-month hold period from the date that Oaxaca files “Form 10 information” with the SEC and Oaxaca is compliant with its reporting obligations with the SEC. The purposes of the Garmatex share consolidation are to assist with increasing the initial trading price of the stock and increasing the liquidity of Oaxaca’s stock.
Pending certain approvals, it is expected that Oaxaca will change its name to “Garmatex Technologies, Inc.” or such other company name as Garmatex may determine prior to the closing of the Arrangement Agreement, as well as change its stock symbol to more closely represent the new name going forward.
Assuming the closing conditions and the court and securityholder approvals are satisfied, Garmatex anticipates completing the RTO within the next 3 to 6 months.
Darren Berezowski, President and CEO of Garmatex states, “With the announcement of a binding agreement with Oaxaca, we are very pleased to reach an objective of being a public company with the advantages related to such as well as providing our shareholders with liquidity. We believe with the completion of the RTO will now better position us and make us more attractive for raising capital for our business over the course of the next 24 months as we work diligently to significantly surpass a cash flow breakeven point.”
Garmatex will continue in the coming weeks and months to update its shareholders with information about the RTO, progress with the concurrent Oaxaca financing, and updates with respect to Garamtex’s business plan going forward.
About Garmatex Technologies, Inc.
Garmatex is a revolutionary and disruptive fabric technology company. Our primary strategy is to deploy our intelligent performance fabrics as a premium ingredient brand, just as Gore-Tex® has done within the same market, or akin to Intel® in the computer space. Garmatex’s fabrics offer superior user performance relative to current market “standards” and have wide applications in multiple clothing and textile categories including sporting apparel, medical, sleepwear, linens, undergarments, military, designer wear, protective, industrial, safety and concealment.
Contact Garmatex Technologies, Inc. at:
Suite 101, 2455 – 192nd Street, Surrey, British Columbia, Canada, V3Z 3X1
Alex McAulay CPA, CA, Chief Financial Officer
Safe Harbor Statement
Except for the statements of historical fact contained herein, the information presented in this news release constitutes “forward-looking statements” as such term is used in applicable United States and Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any other statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and should be viewed as “forward-looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the actual results of activities, variations in the underlying assumptions associated with the estimation of activities, the availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares, accidents, labor disputes and other risks. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release and in any document referred to in this news release.
Certain matters discussed in this news release and oral statements made from time to time by representatives of the Company may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond the Company’s ability to control or predict. For forward-looking statements in this news release, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.