VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan 20, 2015) - Valiant Minerals Ltd. (TSX VENTURE:VTM.H) ("Valiant"), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the "TSXV"), announces that it has mailed its information circular and proxy statement (the "Circular") dated January 9, 2015, with respect to its special meeting of shareholders (the "Shareholders") scheduled for February 10, 2015 (the "Meeting").
Convalo Health International, Corp.
Convalo Health International, Corp. ("Convalo") is a private company operating in the highly fragmented and fast growing US outpatient addiction rehabilitation market. It is estimated that more than 20 million Americans suffer from substance abuse problems that require treatment. Recent regulations in the US, including ObamaCare and the Parity Act, have created a significant increase in demand in the US.
In particular, the recent passage of the Parity Act requires private health insurance companies to treat many mental health disorders on parity with physical disorders, making treatment available to millions for the first time because health insurance companies are now covering these services. The provision in ObamaCare giving parents the option to cover children until age 26 expands the universe of those who can be treated.
Once the Amalgamation (defined below) is complete, Convalo plans to consolidate specific sectors of the addiction treatment market in major cities across the US.
The first acquisition of a center located in Hollywood, California, is open and serving patients for the treatment of addictive and co-occurring disorders under the brand name BLVD Centers (www.blvdcenters.com).
The BLVD philosophy emphasizes mindfulness, meditation, trauma work, giving back, creative self- expression and community, all to achieve a deeply soulful and sustainable recovery. In conjunction with the time tested 12-step approach, BLVD also offers additional insurance-reimbursed groups for a variety of communities: gender specific, creatively-oriented, meditation/mindfulness and LGBT affirmative.
BLVD's flagship location at in the heart of Hollywood, California right on Highland and Hollywood Blvd features outdoor lounging patios with fireplaces and retractable awnings, a cross training gym next door and a luxury spa across the street. The neighborhood has countless restaurants, movie theaters, salons, stores and cafes within walking distance.
Other potential acquisition targets in Los Angeles or other cities may cater to other specific market segments, or to the general outpatient market, depending upon demand and market opportunities.
The Meeting
At the Meeting, Shareholders will be asked to approve a special resolution approving the triangular amalgamation (the "Amalgamation") of Valiant and 0986282 B.C. Ltd., a wholly owned subsidiary of Convalo, as previously disclosed on October 16, 2014 and November 17, 2014, and as more particularly set forth in the Circular. The Amalgamation is expected to constitute the Qualifying Transaction of Valiant as defined by the policies of the TSXV, and upon the closing thereof (scheduled concurrently with the Meeting), Convalo will become the continuing entity listed as a Tier 2 Industrial issuer on the TSXV.
The Circular
Valiant has filed the Circular on SEDAR (www.sedar.com) in connection with the Amalgamation. The Circular is the disclosure document that outlines the details of the Amalgamation, information about Valiant and information about Convalo, and its business, including financial statements of Valiant, Convalo and pro forma financial statements. Readers of this release are encouraged to review the information in the Circular.
Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
The financial data contained herein is unaudited and may be subject to refinement or modification during the audit process. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information release or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release contains forward-looking statements regarding the proposed Amalgamation and the Meeting. The forward- looking statements contained in this press release represent Valiant's views and expectations as of the date of this press release and should not be relied upon as representing its views and expectations at any subsequent date. Actual developments may differ materially from those contemplated by these forward-looking statements. The forward-looking events and circumstances discussed in this press release, including the completion and approval of the proposed Amalgamation and the listing of Convalo on the TSXV, may not occur or could differ materially as a result of known and unknown risk factors and uncertainties affecting Valiant, including (without limitation) risks regarding market conditions, economic factors, and the equity markets generally. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable securities laws, Valiant undertakes no obligation to publicly update or revise any forward- looking statement, whether as a result of new information, future events, or otherwise.
