Azura Ventures Ltd.

June 13, 2012 15:56 ET

Azura Announces Conditional Completion of Acquisition of Excellium Technologies Inc. and Change of Name to "Excellium Inc."

MONCTON, NEW BRUNSWICK--(Marketwire - June 13, 2012) - Azura Ventures Ltd. (TSX VENTURE:AZV.P) (the "Corporation" or "Azura"), a Capital Pool Company ("CPC") listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has closed its previously-announced acquisition of Excellium Technologies Inc. (see press releases dated December 29, 2011 and May 30, 2012) from the two shareholders of Excellium Technologies Inc. ("Excellium Shareholders"). The acquisition is intended to serve as the Corporation's qualifying transaction pursuant to the policies of the Exchange and remains subject to approval of the Exchange. Final materials have been submitted to the Exchange and it is anticipated that the common shares will resume trading under the symbol XLM within the coming days.

Jean-Claude Siew, the President and Chief Executive Officer of Excellium, stated: "Transforming Excellium into a publicly-traded entity marks the beginning of our next phase of development. This transaction allows us to solidify our current position and start accelerating the establishment of the Corporation in more geographic markets throughout Canada and abroad. I look forward to updating our shareholders in the coming months regarding our activities."

Additional information concerning the qualifying transaction is available in Azura's Filing Statement that was filed on SEDAR ( on May 30, 2012, in accordance with the policies of the Exchange.

Share Exchange and Capitalization

The purchase price for Excellium Technologies Inc. was paid through the issuance of 29,205,000 common shares at a deemed price of $0.12 per share to the Excellium Shareholders. An additional 833,333 common shares were issued on closing at a deemed price of $0.12 on the conversion of an outstanding convertible debenture of $100,000. In addition, 250,000 warrants (the "Sponsor Warrants") to purchase common shares were issued to Union Securities Ltd., which has acted as sponsor of the qualifying transaction. Each Sponsor Warrant entitles the holder to purchase one common share of the Corporation at a price of $0.15 for a period of 24 months from the date hereof.

The Corporation now has 39,773,333 issued and outstanding common shares. In addition, there are 908,600 options to purchase common shares in addition to the above-mentioned 250,000 outstanding warrants to purchase common shares.

In total 34,717,333 common shares are held in escrow. In particular, 30,038,333 common shares issued to the Excellium Shareholders and the debenture holder are held in escrow pursuant to the terms of an escrow agreement entered into between Azura, the escrow agent and the Excellium shareholders and debenture holder, and 5% of these escrowed securities will be released from escrow on the date of the Exchange bulletin approving the qualifying transaction. In addition, 4,679,000 common shares are held in escrow pursuant to the Exchange's Form 2F CPC Escrow Agreement entered into upon completion of Azura's initial public offering, and 10% of these escrowed securities will be released from escrow on the date of the Exchange bulletin approving the qualifying transaction. The remaining escrowed common shares will be released from escrow in tranches over a period of 3 years following the date of the bulletin.

General Financial Corporation Ltd., a corporation controlled by Bernard and Monique Imbeault, owns 26,284,500 common shares representing 66% of the total outstanding common shares. General Financial Corporation Ltd. owns such common shares for investment purposes and may, subject to market conditions and the escrow requirements, make additional acquisitions or dispositions in securities of Excellium in the future.

Loan Transaction

Concurrently, with the closing of the acquisition, Excellium Technologies Inc., a wholly-owned subsidiary of the Corporation, obtained a non-convertible loan of $1,000,000 from General Financial Corporation Ltd. The loan bears interest at 12% per annum and may be prepaid by the Corporation at any time after one year from the date of the loan agreement.

Name Change and New Trading Symbol

On closing, Azura changed its corporate name to "Excellium Inc.". The common shares of Excellium Inc. will be listed on the Exchange under the new trading symbol "XLM", and are expected to commence trading in the coming days.

Board of Directors and Officers

In connection with the closing of the qualifying transaction, Denis Lanteigne, Pierre-Marcel Desjardins, Rick Dunn, Claude Gagnon, Keith Parlee, Marc Robichaud and Donne Smith resigned as directors of Azura and Monique Imbeault, Jean-Claude Siew, William J. Pristanski and Jean Pouliot were appointed to the Board of Directors of Azura, now Excellium Inc.

Jean-Claude Siew is the President and Chief Executive Officer of the Corporation, Denis Lanteigne is the Interim Chief Financial Officer of the Corporation, Claude Roussin is the Vice President Administration and Secretary, Denis Bourget is the Vice President and Chief Security Officer, and Sylvain Lemieux is the Vice President, Business Development and Special Projects.

Continuance to the CBCA and Amalgamation

Now that the acquisition is complete, the Corporation intends to pursue a continuance from the Business Corporations Act (New Brunswick) to the Canada Business Corporations Act (which continuance was approved by the Corporation's shareholder at the annual and special meeting of shareholders held on February 17, 2012). Following such continuance, the Corporation intends to carry out an amalgamation with its wholly-owned subsidiary Excellium Technologies Inc.

Business of Excellium Inc.

With the acquisition of Excellium Technologies inc., the Corporation, through its wholly-owned subsidiary, is an integrator of security products for the institutional and industrial markets. It is active in two distinct but related lines of business:

  • Background checks and biometric identification; and
  • Security management, access control and video surveillance.

Background checks and biometric identification: Excellium Inc. owns the intellectual properties related to the UNI suite of software. UniDAC is an Automated Finger Identification System, capable of communicating with the RCMP database for the purpose of background checks. Two versions are offered, UniDAC Pro is used by police forces as a Criminal Judicial Identification Management whereas UniDAC Standard is sold to companies as a civil version of Background Checks Management. UniGEA and Unic ID are used in delivering accreditation services for large international events such as the recently held G20 and G8 summits in the Toronto area, and the 2011 visit of Prince William and Kate Middleton to Canada. Clients include the RCMP, the Canadian Air Transport Security Authority (CATSA) and police forces in Québec and Ontario.

Security management, access control and video surveillance: Excellium Inc. provides customized solutions that seamlessly integrate across multiple security applications including access control, analytic video surveillance and intrusion detection as well as linking to critical business systems such as human resources, identity management and enterprise resource planning (ERP). Excellium is a certified Honeywell Integrated Security (HIS) system integrator. Excellium Inc. owns and markets the Controlperfect suite of software comprised of seven modules, namely: Accessperfect, Equipmentperfect, IDperfect, Keyperfect, Reportperfect, Tourperfect and Visitorperfect. This suite of products provides comprehensive decision making software solutions to security managers. Clients include large corporations, municipalities, public services organizations and universities.

Forward-Looking Information

This press release contains forward-looking statements. All statements, other than statements of historical fact, which address activities, events or developments that we expect or anticipate may or will occur in the future are forward-looking information. Forward-looking information typically contains statements with words such as "may", "estimate", "anticipate", "believe", "expect", "plan", "intend", "target", "project", "forecast" or similar words suggesting future outcomes or outlook. The within discussion is intended to identify certain factors, although not necessarily all factors, which could cause future outcomes to differ materially from those set forth in the forward looking information. Examples of such statements include the intention that the acquisition serve as the qualifying transaction of the Corporation, the Corporation's intention to expand its business, the Corporation's intention to continue under the CBCA and complete a short form amalgamation with its subsidiary. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in the press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including but not limited to, the ability of the Corporation satisfy the requirements of the Exchange with respect to the qualifying transaction, the level of activity within the business and the economy generally, consumer interest in the Corporation's services, competition, availability of additional financing for future growth, and among other factors. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained herein are made as of the date hereof and Azura does not undertake any obligation to update publicly or to revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by law. Any forward-looking information contained herein is expressly qualified by this cautionary statement.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Denis Lanteigne, CA, CF
    Interim Chief Financial Officer
    Excellium Inc.
    (506) 866-7101