VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 06/12/12 -- Rare Earth Industries Ltd. (the "Company" or "RND") (TSX VENTURE:RND) announces that it has entered into a letter of intent effective June 11, 2012 (the "LOI"), pursuant to which the Company has agreed to acquire (the "Acquisition") all of the issued and outstanding securities of MoneyBar Rewards Inc., operating as Ackroo ("Ackroo"), an arm's-length party, by way of a three-cornered amalgamation (the "Business Combination"). Ackroo is a privately held technology company, incorporated under the laws of British Columbia. Ackroo currently has 69,825,682 common shares and 6,204,952 preferred shares issued and outstanding. Upon completion of certain conditions contained in the LOI, prior to completion of the Business Combination, no person will hold a controlling interest in Ackroo. Pursuant to the terms of the Business Combination each common and preferred shareholder of Ackroo will receive one post-consolidated common share of RND in exchange for every two common or preferred shares of Ackroo that they hold. It is also a condition of the proposed transaction that RND complete a consolidation of its existing share capital on a 2.5 old for 1 new basis. In connection with the proposed Business Combination, the Company has agreed to raise not less than $2,000,000, through a private placement transaction (the "Financing"), on terms to be agreed by the parties.
Ackroo is in the business of providing a web-based loyalty and rewards technology platform to small to medium sized businesses, and in connection therewith owns certain rights to technologies and other intellectual property assets. Further information on Ackroo, including current financial statements, will be filed and posted on SEDAR upon the completion of a filing statement that will be prepared in connection with the Business Combination.
Tyler Nelson, Chief Executive Officer of Ackroo, stated that: "Our team has significant experience developing and operating successful technology companies. The business combination with RND will put us in a strong position to further accelerate our current growth rate."
The Business Combination will constitute a change of business for the Company under the policies of the TSX Venture Exchange. Closing of the Business Combination is subject to a number of conditions including the entering into of definitive agreements, the consolidation of the Company's existing share capital on a 2.5 for 1 basis, the completion of the Financing, receipt of all required shareholder, regulatory and third party consents, including TSX-V approval, and satisfaction of other customary closing conditions. The Business Combination cannot close until the required approvals are obtained. There can be no assurance that the Business Combination will be completed as proposed or at all. If required pursuant to TSX-V Policy 2.2, the Company will retain a sponsor in connection with the business combination. The proposed share consolidation is subject to the approval of the Company's shareholders. Assuming completion of the Business Combination, it is anticipated that the Company will be reclassified as a technology issuer under the policies of the Exchange.
The Company's Board will be reconstituted to include five directors including CEO Tyler Nelson, Greg Feller, Jeff Durno and two additional directors to be mutually agreed upon by the parties.
Trading in the common shares of the Company will remain halted pending further filings with the Exchange.
ABOUT RARE EARTH INDUSTRIES:
Rare Earth Industries Ltd ("RND") is a mineral exploration company focused on rare earth elements and rare metals. Following completion of its 2011 exploration program, the Company made a decision to curtail exploration activities in order to preserve cash and position the Company to assess other strategic opportunities both within and outside of the rare-earths sector. The Company has a strong balance sheet and continues to investigate market opportunities that will allow it to further enhance shareholder value.
Ackroo enables small to medium sized businesses, independent merchants and business networks to increase profitability and build long-term customer relationships through customized loyalty and rewards programs. Their web-based solutions provide the power of a massively scalable software platform in a lightweight online tool that works with existing point-of-sale equipment, making it easy and affordable for businesses of any size to design and launch their own five-star loyalty program. Ackroo's online and in-store loyalty program options provide a blend of stored value capabilities and diverse loyalty incentives, arming businesses with their own 'private currency' and the flexibility to create customized loyalty programs that resonate with their customers. Ackroo is headquartered in Ottawa, Canada. For more information, visit: www.ackroo.com.
Safe Harbor Statement
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.
The TSX Venture Exchange 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.