Coronado Corp. announces agreement for acquisition of Vampt Beverages
Denver, Colorado --(December 15, 2011) - Coronado Corp. (OTCQB: CRAO), announces that, with a wholly-owned subsidiary, it has entered into an agreement for the acquisition of Vampt Beverage USA Corp.
On December 8, 2011, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Vampt Beverage USA, Corp. ("Vampt") a Nevada corporation, and VB Acquisition Corp. ("VB Acquisition"), a direct wholly-owned subsidiary of our company.
Terms of the Merger Agreement
Upon consummation of the merger, Vampt will become a wholly-owned subsidiary of our company. Under the Merger Agreement, we will issue up to 13,695,325 shares of our common stock as consideration for all of the issued and outstanding shares of common stock of Vampt, and grant up to 2,880,584 share purchase warrants in exchange for all issued and outstanding share purchase warrants of Vampt, as at the effective time of the Merger. Additional share consideration may be payable to Vampt shareholders, which will be determined by the financing activity of Vampt prior to the completion of the merger.
The merger is conditioned upon, among other things, approvals by Vampt stockholders, no legal impediment to the merger, the absence of any material adverse effect on our company or Vampt, completion of due diligence reviews by both companies, and any other necessary approvals. The Merger Agreement contains certain closing conditions that must be satisfied. In addition, we are to be free of material liabilities at closing and are to have no more than 6.5 million shares issued and outstanding at the time of closing. As a result, we intend to settle certain current debts for shares and enter into an equity private placement to fund the balance of our debt obligations.
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 privately owned 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 sites 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.
Forward Looking Statements
This press release contains "forward-looking statements", as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this current report which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to the closing of the acquisition of Vampt and successful completion of the merger and the satisfaction of the related conditions precedent.
Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainty of financial estimates and projections, the competitive and regulatory environment for early stage companies in the beverage industry, stock market conditions, unforeseen technical difficulties and our ongoing ability to operate a business and obtain financing. These forward-looking statements are made as of the date of this current report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that our beliefs, plans, expectations and intentions contained in this current report are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors that may be set out in current and periodic reports filed from time-to-time with the Securities and Exchange Commission pursuant to the Securities Exchange Act..
Donald Sharpe, President