CALGARY, Alberta, Dec. 28, 2012 (GLOBE NEWSWIRE) -- Gysan Holdings, Inc. (OTCBB:GYSA) ("Gysan" or the "Corporation"), is pleased to announce that, further to its news release of October 25, 2012, it has filed an information statement, Schedule 14f-1, indicating that there will be a change of control of the board of directors of the Corporation upon the closing of the transaction contemplated in the exchange agreement signed between the Corporation and Dino Energy Investments, Ltd. ("Dino").
On October 24, 2012, Gysan entered into an exchange agreement (the "Exchange Agreement") with Dino. Under the terms of the Exchange Agreement, the shareholders of Dino will receive 200,000,000 newly-issued shares of Gysan's Common Stock in exchange for all of Dino's outstanding Common Stock. On November 19, 2012, the parties to the transaction amended the Exchange Agreement so that in return for all the outstanding shares of Dino Common Stock the shareholders of Dino will receive 65,000,000 shares of Gysan Common Stock and 45,000,000 shares of Gysan Class A Preferred Stock (the "Exchange Transaction"). Each Gysan Class A Preferred Share has three votes, and each share is convertible into three shares of the Corporation's Common Stock. Upon completion of the Exchange Transaction, Dino will become a wholly-owned subsidiary of Gysan. The obligation to close the Exchange Transaction under the terms of the Exchange Agreement is subject to normal terms and conditions contained in such agreements.
The board of directors of the Corporation has agreed that at the closing of the Exchange Transaction, subject to the filing and dissemination of the Schedule 14f-1, Mr. Vanleo Fung will be appointed as a director and the President and CEO of the Corporation and Ms. Grace Weisgerber will submit her resignation as a director and the President and CEO of the Corporation. Ms. Winnie Fung will retain her position as an officer and director of the Corporation. As a result of the foregoing changes, immediately after the closing of the Exchange Transaction, Mr. Vanleo Fung and Ms. Winnie Fung will constitute the entire board of directors of the Company.
Certain statements contained in this release are forward-looking statements and are based on future expectations, plans and prospects for Gysan's business and operations that involve a number of risks and uncertainties. Gysan's forward-looking statements in this release are made as of the date hereof, and the Corporation disclaims any duty to supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. In connection with the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and the "forward-looking information" provisions of National Instrument 51-102 of the Canadian Securities Administrators, the Corporation is identifying certain forward-looking information regarding, among other things, the Exchange Transaction and the composition of the Corporation's board of directors and management. Actual events or results may differ materially from those contained in these forward-looking statements. Important factors that could cause further events or results to vary from those addressed in the forward-looking statement include, without limitation, risks and uncertainties arising from the ability of Gysan to successfully complete the Exchange Transaction, to satisfy the conditions precedent contained in the Exchange Agreement and successfully exploit the rights acquired thereby; uncertainties relating to the ability to realize the expected benefits of the acquisition; unanticipated or unfavorable regulatory matters; general economic conditions in the region and industry which Gysan and Dino operate, and other risk factors as discussed in the Corporation's other filings made by the Corporation from time to time with the Securities and Exchange Commission and the Alberta Securities Commission.
CONTACT: Gysan Holdings, Inc. Grace Weisgerber, President and CEO Winnie Fung, Treasurer and Secretary Telephone: (403) 229-2351 Facsimile: (403) 228-3013Source:Gysan Holdings, Inc.