KELOWNA, BRITISH COLUMBIA–(Marketwire – May 7, 2012) – Coronado Corp. (OTCBB:CRAO) is pleased to announce that it has closed the acquisition of Vampt Beverage USA Corp. (“Vampt”) pursuant to an Agreement and Plan of Merger dated December 8, 2011 (the “Merger Agreement”) with Vampt, a Nevada corporation, and VB Acquisition Corp. (“VB Acquisition”), a direct wholly-owned subsidiary of our company.
Terms of the Merger Agreement
The Merger was completed by converting all issued and outstanding common stock and common share purchase warrants into the equivalent securities of Coronado resulting in the total issuance of 10,568,751 Coronado common shares and 476,250 Coronado warrants, each warrant entitling the holder to purchase an additional Coronado common share at $0.75 per share until October 15, 2014. As a result of the Merger, Vampt has become a controlled majority-owned subsidiary of our company but, if all subscribers discussed below accept the follow-on Coronado offer, then Vampt will be a wholly owned subsidiary.
As at May 7, 2012 there are outstanding subscriptions to purchase a total of approximately 9,246,399 Vampt shares and approximately 8,029,667 Vampt warrants, options and convertible debt. Coronado plans to make an offer to outstanding subscribers of common shares of Vampt and holders of warrants, options and convertible debt to convert their securities to Coronado common shares and warrants, options and conversions on the same terms and conditions as the Merger for subscriptions up to December 31, 2011 and on a 1:1 basis thereafter. If all subscriptions are converted, this will result in the issuance of an additional 7,665,893 Coronado shares and 7,858,083 Coronado warrants, options and conversions at prices from $0.50 per share to $0.75 per share.
Also pursuant to the Merger, Coronado created a class of Series A Preferred Stock and issued 100 Preferred Shares to Vampt’s founder Ian Toews. The Preferred Shares carry the right for the holder to appoint two directors to Coronado’s board of directors for a period of three years after the Merger and the right to receive 10% of the consideration tendered in the event of any take-over or buy-out of Coronado.
As a condition of closing of the Merger, former shareholders of Vampt who received Coronado shares on closing of the Merger entered into a voluntary pooling agreement dated May 7, 2012 that will pool and release each holder’s shares in 25% increments, with the first release occurring 90 days after the one year hold period applicable in accordance with Section 5 of the Securities Act of 1933 and Rule 144, and subsequent releases every 90 days thereafter.
With the closing of the Merger the board of directors of Coronado now are Ian Toews, Rick Ikebuchi and Greg Darroch. The officers are Ian Toews, CEO; Rick Ikebuchi, President; Darren Battersby, CFO; Greg Darroch, VP Finance; and Jaime Guisto, VP Sales.
Our new CEO, Ian Toews, commented: “I’m very pleased that we have completed this important milestone in Vampt’s development. I would like to thank our shareholders for their cooperation and support. We will now be able to focus on growth of our Vampt product line and execute on our business plan market by market.”
With the closing of the Merger, Coronado plans to change its name to Vampt America Inc.
The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Business of Vampt
Vampt (www.vampt.com) is a Nevada company with the goal of becoming a major producer and global distributor of innovative Ready-to-Drink (“RTD”) Flavored Malt Beverages (“FMB”). The market for single serve, RTD alcohol beverages is expanding every year with new entries and flavors entering the market. Vampt believes it is positioned to become an exciting contender in the RTD industry.
The company has assembled a world-class team of experienced management from the food & beverage industry. Vampt’s top executives were behind the ‘hard’ lemonade products that created the category back in 1999 and are now the second largest brand in North America. They have come together again to launch a unique product that Vampt believes will satisfy a niche in the FMB marketplace.
Vampt beverages are marketed to the 21 to 32 year old men and women. This age group represents the largest consumer of RTD beverages and alcohol. Consumer research indicates that this target group has a strong desire to purchase and consume quality tasting RTD beverages and will switch from their current brands.
Vampt has launched in eight US markets beginning in the first quarter of 2011. The launch was supported by an aggressive guerrilla-style on-premise promotional program, combined with social marketing and grassroots sponsorships. Production is contracted out to Associated Brewing Company, (“ABC”), a multi-national production service provider for start-up beverages companies. City Brewing in La Crosse, Wisconsin was selected as the bottling site for the US launch. ABC oversees all production phases.
Primary distribution focus in the U.S. will be on grocery, C-Stores, G-Stores, UDS (up and down the street)–retailers that are primarily serviced by beer distributors. This strategy meets the regulatory requirements for distribution of alcoholic beverages. This also ensures that outlets are serviced within industry standards that require a Direct to Store Delivery (“DSD”) distribution system.