Lander Energy Corporation

February 05, 2010 17:36 ET

Lander Energy Corporation to Acquire Intelligent Imaging International Ltd.

TORONTO, ONTARIO--(Marketwire - Feb. 5, 2010) - LANDER ENERGY CORPORATION ("Lander") (TSX VENTURE:LAE.P) is pleased to announce that it has entered into a letter of intent (the "Letter of Intent") dated February 1, 2010 with Intelligent Imaging International Ltd. ("Intelligent Imaging") with respect to a proposed business combination (the "Proposed Transaction"). The Proposed Transaction, if completed, will constitute an arm's length "Qualifying Transaction" for Lander in accordance with TSX Venture Exchange ("TSXV") Inc. Policy 2.4 concerning Capital Pool Companies. Upon successful completion of the Qualifying Transaction, it is anticipated that Lander will meet the Tier 2 listing requirements of the TSXV for Technology Issuers. 

Intelligent Imaging International Ltd.

Intelligent Imaging is a privately owned company incorporated under the Business Corporations Act (Ontario), with its head office in Markham, Ontario, Canada. Intelligent Imaging and its wholly-owned subsidiary, Intelligent Imaging (NA) Inc. ("IIN"), also an Ontario corporation, have developed and are currently entering the commercial launch stage of their unique electro-optical digital imaging and vision system products and services for industrial, governmental and military/paramilitary applications, including airports, marine ports, borders, transportation authorities, oil pipelines, utilities, power generation suppliers, and other similar organizations. Through a combination of advanced optical designs and computer imaging, Intelligent Imaging has created premier "near to long range" electro-optical digital vision systems utilizing new and distinct "low-light" and "no-light" day/night vision capabilities. Intelligent Imaging's proprietary digital imaging technology has significant benefits in range, clarity and stealth over existing thermal and induced infrared vision technologies, and can be used to enhance existing security/surveillance facilities and legacy systems. Intelligent Imaging's technology is supplemented by complementary corporate security and intelligence resources. In addition to traditional security and surveillance applications, the Intelligent Imaging digital imaging technology has been successfully demonstrated in general aviation airports as an integrated revenue capturing system which identifies aircraft during takeoffs and landings, and through additional database software developed and managed by Intelligent Imaging, bills, collects and remits landing and takeoff fees back to the individual airport. In view of the market potential for this integrated revenue collection service, Intelligent Imaging plans to aggressively pursue this business opportunity with various general aviation airports in the United States and Canada.

IIN is a marketing and sales entity established to develop market opportunities and manage the distribution of the Intelligent Imaging digital Imaging/vision products and services, as well as the research and development source for Intelligent Imaging's proprietary technologies, including advanced optical designs, leading-edge software and hardware and fully-integrated electro-optical digital imaging and vision products and systems.

Intelligent Imaging currently has 42 shareholders, of which only Albert Marchand, Jean-Marc Pellerin, and Dennis Moore are holders of 10% or more of the issued and outstanding shares. Mr. Marchand is a resident of Whitby, Ontario; Mr. Pellerin resides in Sudbury, Ontario; and Mr. Moore makes his home in Markham, Ontario.

Directors and Officers

Upon completion of the Proposed Transaction, the board of directors of Lander will consist of not more than five directors and, of those, not less than three will be nominees of Intelligent Imaging. All senior officers of Lander on the completion of the Proposed Transaction will be nominees of Intelligent Imaging.

Three of the Intelligent Imaging board nominees will be Jean-Marc Pellerin, Albert Marchand, and Dennis Moore.

Jean-Marc Pellerin, Chairman

Mr. Pellerin has been involved in several facets of business for the last 25 years. He has acted as President /CEO of Private companies and assisted in the structure and financing of others. With Mr. Pellerin's vast knowledge of Marketing, Sales, Financing and Corporate structure accompanied with his international contacts will assist Intelligent Imaging International Ltd. in achieving its goals and objectives.

Albert Marchand, President and Chief Executive Officer

Mr. Marchand has spent most of his career as a consultant to small and mid-size business. For the past 35 years, Mr. Marchand has acted in an advisory capacity in the purchase and sale of businesses within Ontario where his primary focus has been in the financing and succession-planning for such businesses. Mr. Marchand has been a major shareholder in a several companies to which he has acted as President, Chief Executive Officer, and/or Chief Financial Officer.

Dennis Moore, Director

Mr. Moore has spent most of his 45 years in the Insurance Industry were by his areas of concentration where either within the administration or on the marketing side. Mr. Moore has acted as Marketing Director and General Manager for two American insurance companies operating in Canada until his departure to operate his own businesses. During the last 18 years, Mr. Moore has been managing a National Brokerage Company in Canada, of which he is co-owner. Mr. Moore's broad experience in corporate structures, financing, marketing and general day-to-day operations, together with his wealth of business contacts, makes him a valuable asset to Intelligent Imaging International Ltd.

Summary of the Material Terms of the Proposed Transaction

Pursuant to the Proposed Transaction, all of the issued and outstanding shares in the capital of Intelligent Imaging (the "Intelligent Imaging Shares") will be acquired from the holders thereof (the "Intelligent Shareholders") by Lander in exchange for the issuance of common shares in the capital of Lander (the "Lander Shares"), on the basis of an exchange ratio that shall be determined prior to the close of the Proposed Transaction. In order to acquire a 100% interest in Intelligent Imaging, it is intended that Lander will issue the Lander Shares at a deemed price of $0.20 per Lander Share, with each Intelligent Imaging Share valued at $0.50 per share.


As part of the Proposed Transaction, Intelligent Imaging or Lander intends to raise gross proceeds of up to $5,000,000 by way of a private placement. The net proceeds from the private placement will be used for general working capital and for the expenses related to the Proposed Transaction.

Name Change

In connection with the Proposed Transaction, Lander proposes, subject to TSXV and shareholder approval, to change its name to "Intelligent Imaging International Ltd." or such name as may be approved by Lander's shareholders.

Transfer within Escrow

It is intended that the founding shareholders of Lander will transfer within escrow, subject to regulatory approval, 1,000,000 escrowed Lander Shares to certain nominees of Intelligent Imaging at a price of $0.15 per share for aggregate consideration of $150,000, subject to the TSXV requirement that any transfers can only be to Principals, as defined in TSX Venture Exchange Policy 1.1.


Lander will, if necessary, engage a sponsor in connection with the Proposed Transaction. If an agreement to act as sponsor is entered into it should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of its completion.

Terms and Conditions of the Proposed Transaction

The Proposed Transaction is an arm's length transaction as the directors and officers of Lander have no ownership or other interest in Intelligent Imaging. As part of the regulatory approval process, Lander anticipates submitting for review to the TSXV a filing statement. The Lander Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV and all required documentation is submitted to the TSXV. 

The completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, the parties' completion of satisfactory due diligence, the completion of a financing (as described above), the entering into of definitive agreements with regard to the Proposed Transaction, receipt of applicable regulatory approvals and that all of the Intelligent Imaging Shareholders will have tendered all of the Intelligent Imaging Shares to Lander. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement that is to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

All information contained in this news release with respect to Intelligent Imaging was supplied by Intelligent Imaging for inclusion herein, and with respect to such information, Lander and its board of directors and officers have relied on Intelligent Imaging.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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.

Investors are cautioned that, except as disclosed in the listing statement or management information circular to be prepared in connection with the transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Lander Energy Corporation should be considered highly speculative.

This press release includes "forward looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Assuming completion of the Proposed Transaction, such risks and uncertainties include, but are not limited to, risks associated with the technology industry (including operational risks in exploration development and production; delays or changes in plans with respect to capital expenditures; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of Intelligent Imaging to obtain all permits, consents or authorizations required for its operations and activities; and health and safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of Intelligent Imaging to fund the capital and operating expenses necessary to achieve the business objectives of Intelligent Imaging, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by Intelligent Imaging. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of Lander and, assuming completion of the Proposed Transaction, the Resulting Issuer should not place undue reliance on these forward-looking statements. Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this press release are made as of the date hereof and Lander undertakes no obligation to update publicly or revise any forward-looking statements contained in this press release or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.


Contact Information

  • Lander Energy Inc.
    David Wood
    President and CEO
    (604) 720-7307
    Intelligent Imaging International Ltd.
    Albert Marchand
    (416) 988-4988