Ba Ba Capital Inc.

February 19, 2016 08:00 ET

Ba Ba Capital Announces Reverse Take-Over Transaction With Imex Systems Inc.

TORONTO, ONTARIO--(Marketwired - Feb. 19, 2016) - Ba Ba Capital Inc. (the "Corporation" or "Ba Ba") is pleased to announce that it has agreed to terms on a reverse take-over transaction (the "Transaction") with Imex Systems Inc. ("Imex").

Imex is a private Canadian software solution provider to Governments, Municipalities and Public Authorities. It helps governments to provide "Any Time, Any Where, Any Device and Any Channel" convenience for citizens to access government services. Imex's various product and service offerings include: iGov - eGovernment Platform for all levels of government, which provides all the pre-built components for building an effective eGovernment and supports payment processing through multiple channels; iCity - Municipal version of iGov; and miGov - Mobile Government Framework.

Imex has recently completed three financings totaling $2.345 million comprised of the following securities: 240,000 units ("Units") at $1 per Unit, with each Unit comprised of one common share of Imex (a "Common Share") and one-half of one Warrant, with each Warrant exercisable into a Common Share of Imex at an exercise price of $1.50 per share for a period of 18 months following completion of a public listing, subject to acceleration under certain circumstances; 50,000 subscription receipts at $1 per subscription receipt, with each subscription receipt automatically exchangeable into a Unit upon completion of a public listing; and, $2,055,000 principal amount convertible debentures, which are automatically convertible into Imex Units at a $1 per Unit upon completion of a public listing, and accrue interest at 10% per annum which can be paid either by issuing Common Shares or paying cash at maturity. In connection with these financings, Imex issued 122,150 finder warrants, with each finder warrant exercisable into a common share at an exercise price of $1.50 per share for a period of 18 months following completion of a public listing. Prior to the financings, Imex had 10 million Common Shares issued and outstanding. Pursuant to completion of the Transaction, all shares and warrants of Imex will be exchanged for similar securities of Ba Ba on a one-for-one basis. Imex may issue additional securities prior to closing, which would also be exchanged for Ba Ba securities on the same terms.

Ba Ba currently has 30,209,974 common shares issued and outstanding. Prior to completion of the securities exchange with all of the securityholders of Imex, Ba Ba has agreed to consolidate all of its shares on a one (1) new share for eleven (11) old share basis such that there will be approximately 2,746,361 common shares held by current Ba Ba shareholders. Ba Ba has called a shareholder meeting for March 14, 2016 at which shareholders will be asked to approve, among other things, the consolidation, the change of the Corporation's name to "Imex Systems Inc.", and a new stock option plan. Completion of the Transaction is subject to a number of conditions, including, but not limited to the satisfaction of all applicable listing requirements of the TSX Venture Exchange.

This news release discusses items that may constitute forward-looking statements within the meaning of securities laws and that involve risks and uncertainties. Such statements include those with respect to the completion of the Transaction and the listing of Imex on the TSX Venture Exchange. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been and other factors that have been considered appropriate that the expectations reflected in such forward-looking statements are based on reasonable assumptions, they can give no assurances that those expectations will be achieved and actual results may differ materially from those contemplated in the forward-looking statements and information. These factors and others are more fully discussed in the Corporation's filings with Canadian securities regulatory authorities available at www.sedar.com.

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