Big Mojo Capital Inc.
TSX VENTURE : MJJ.P

April 28, 2011 16:54 ET

Big Mojo Capital Inc. Announces Qualifying Transaction With B Plus Giocolegale Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 28, 2011) - Big Mojo Capital Inc. (TSX VENTURE:MJJ.P) -

NOT FOR DISTRIBUTION TO THE UNITED STATES WIRE SERVICES OR DISSEMINATION IN OR INTO THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES OR TO ANY U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN RULE 902 OF REGULATION S, PROMULGATED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT")). THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY UNITED STATES STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Big Mojo Capital Inc. ("Big Mojo" or the "Company") is pleased to announce that it has entered into a binding letter agreement (the "Letter Agreement") dated April 13, 2011 with B Plus Giocolegale Ltd. ("B Plus"), Rudolf Baetsen (as principal and a director of B Plus) and all of the shareholders of B Plus (the "B Plus Shareholders") (Big Mojo, B Plus, Rudolf Baetsen and the B Plus Shareholders, collectively, the "Parties", and any one of them, a "Party") in respect of a proposed Qualifying Transaction for Big Mojo.

Terms not otherwise defined herein shall have the meanings set out in the Corporate Finance Manual (the "TSXVPolicies") of the TSX Venture Exchange (the "TSXV").

Transaction Summary

Under the terms of the Letter Agreement, Big Mojo has agreed to acquire at least 49% of all of the issued and outstanding shares of B Plus (the "B Plus Shares") from the B Plus Shareholders in exchange for 30,500,000 common shares without par value in the capital of Big Mojo (the "QT Common Shares") and 152,000,000 preferred shares without par value in the capital of Big Mojo (the "QT Preferred Shares", and any one of them, a "QT Preferred Share") (the QT Common Shares and the QT Preferred Shares, collectively, the "QT Securities", and any one of them, a "QT Security"), at a deemed price of $0.23 per QT Security, for an aggregate deemed consideration of $41,975,000 for the B Plus Shares. Each QT Preferred Share is entitled to one (1) vote at all meetings of the Resulting Issuer's shareholders, and is also convertible into one (1) common share without par value in the capital of the Resulting Issuer (each, a "Common Share"), at no additional consideration therefor, subject to the public float requirement of the applicable stock exchange.

The QT Securities to be issued pursuant to the Qualifying Transaction may be escrowed pursuant to applicable stock exchange policies. An arm's length valuator (the "Valuator") is proposed to conduct a valuation of B Plus, and the formal valuation report, when rendered, will in part determine the escrow release mechanisms governing the QT Securities pursuant to the applicable stock exchange policies.

The Qualifying Transaction has been and will continue to be negotiated and carried out by Big Mojo and B Plus dealing at arm's length to one another and therefore will not be a Non-Arm's Length Qualifying Transaction. Consequently, the Qualifying Transaction will not be subject to Big Mojo's shareholder approval under the TSXV Policies. However, pursuant to the Letter Agreement, Big Mojo is proposed to conduct a shareholders' meeting prior to the completion of the Qualifying Transaction to approve a new stock option plan (the "New Plan"). The Parties agreed that the Qualifying Transaction may take the form of a share-exchange, a take-over bid, an amalgamation or a plan of arrangement under the Business Corporations Act (British Columbia) ("BCBCA"). If the Parties decide to effect the Qualifying Transaction by way of a plan of arrangement under the BCBCA, Big Mojo will hold the shareholders' meeting also for the purpose of approving the plan of arrangement and effecting the Qualifying Transaction.

Upon closing of the Qualifying Transaction, Big Mojo will cease being a Capital Pool Company. In connection with the closing of the Qualifying Transaction, it is proposed that Big Mojo will change its name to "B Plus Holdings Ltd.". See "Conditions of Closing" below.

Capitalization

As of the date hereof, Big Mojo has 4,000,000 Common Shares issued and outstanding, 200,000 non-transferable Common Share purchase options outstanding (issued to Union Securities Ltd. (the "IPOAgent") in connection with Big Mojo's initial public offering as a Capital Pool Company) (the "IPO Agent's Options") and 400,000 incentive stock options outstanding (the "CPC D&O Options") issued to Big Mojo's current directors and officers. Pursuant to the Letter Agreement, Big Mojo shall acquire at least 49% of the issued and outstanding common shares in B Plus from the B Plus Shareholders, and there are no warrants, options or any other kind of securities convertible into equity securities of B Plus issued and outstanding. In connection with the completion of the Qualifying Transaction, up to an additional 7,500,000 stock options are proposed to be granted to certain eligible persons nominated by B Plus (the "New Options"), with an expiry date of ten (10) years from the effective grant date of such New Options at the lowest exercise price as permitted by the applicable stock exchange policies.

Following completion of the Qualifying Transaction, on a non-fully diluted basis, assuming full subscription of the proposed private placement financings as described below and no Common Shares are issued to the Sponsor (as hereinafter defined), it is expected that the Company will have 40,388,888 Common Shares and 152,000,000 QT Preferred Shares issued and outstanding. Assuming no securities will be issued to the Sponsor, and other than the IPO Agent's Options, the CPC D&O Options, the New Options and the QT Preferred Shares, there will be no other securities convertible into Common Shares issued and outstanding as at the completion of the Qualifying Transaction.

Private Placement Financings

Interim Working Capital Financing

Prior to the completion of the Qualifying Transaction, Big Mojo is proposed to conduct an interim working capital private placement (the "Interim PP") financing to raise $200,000, by way of the issuance to B Plus of units of Big Mojo (each, an "Interim PP Unit") at $0.225 per Interim PP Unit, or such other lower price as permitted by the TSXV Policies. Each Interim PP Unit shall consist of one (1) Common Share and one (1) Common Share purchase warrant of the Company, which entitles the holder thereof to purchase one (1) additional Common Share at the lowest exercise price as permitted by the TSXV Policies, for a period of one (1) year after the closing of the Interim PP. All of the securities issued under the Interim PP shall be subject to a four (4) month restricted hold period under applicable Canadian securities laws and regulations.

Qualifying Transaction Financing

In connection with the closing of the Qualifying Transaction, Big Mojo is proposed to conduct a private placement financing (the "QT PP") to raise approximately $1,125,000 (but in no event less than $1,000,000), by way of the issuance of approximately 5,000,000 subscription receipts of the Company (each, a "Sub Receipt") at the lowest price as permitted by applicable stock exchange policies. Each Sub Receipt shall, subject to certain terms and conditions governing thereof, be automatically exercised on the closing of the Qualifying Transaction without additional consideration therefor, into one (1) Common Share and one (1) Common Share purchase warrant of the Resulting Issuer, which entitles the holder thereof to purchase one (1) additional Common Share for a period of one (1) year after the closing of the Qualifying Transaction at the lowest price as permitted under applicable stock exchange policies.

The IPO Agent has granted the Company a waiver with respect to its right of first refusal to act as the Company's selling agent in connection with a proposed Interim PP and QT PP.

Conditions of Closing

Completion of the Qualifying Transaction will be subject to certain conditions, including but not limited to: (a) completion of a due diligence review by each of Big Mojo and B Plus; (b) receipt of all necessary approvals of the boards of directors of Big Mojo and B Plus; (c) receipt of all necessary third party consents and regulatory approvals, including that of the Toronto Stock Exchange ("TSX"); (d) approval of the Qualifying Transaction by the TSXV; (e) the approval of the New Plan by Big Mojo's shareholders; (f) any requisite engagement of a Sponsor for the Qualifying Transaction; (g) satisfactory valuation of B Plus and/or the B Plus Shares; (h) the completion of the Interim PP and the QT PP; and (i) the Resulting Issuer having no less than $1,000,000 of cash on hand upon the completion of the Qualifying Transaction, taking into account the Interim PP and the QT PP.

Sponsorship

Versant Partners Inc. is proposed by Big Mojo to act as the sponsor (the "Sponsor") for the Qualifying Transaction. The terms of the Sponsor engagement will be negotiated at arm's length. Even upon the engagement of the Sponsor, an agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Business of B Plus

The principal activity of B Plus, a United Kingdom company, since February 1, 2007 has been the collection of gaming taxes on behalf of the Italian Government, through a non-exclusive concessionary license agreement with Amministrazione Autonoma dei Monopoli di Stato (commonly known as AAMS), the public entity responsible for the regulation and control of legal gaming in Italy. The company operates the concessionary license through its trading branch based in Rome, Italy.

B Plus is the largest of ten concession holders with some 83,500 active gaming machines connected to its network, representing approximately 22% of the "Amusement with Prizes" ("AWP") market and close to $1,300,000,000 in collected gaming taxes.

B Plus has furthermore recently acquired 11,956 (out of a total 56,000) Video Lottery Terminal ("VLT") licenses in Italy, of which more than 1,400 are currently in operation. With the exception of a small portion of the VLT licenses, rolled out under its "Happy Games" brand clubs, B Plus does not operate any of the gaming machines connected to its networks.

Management and Board of Directors

Upon completion of the Qualifying Transaction, it is anticipated that the board of directors and management of the Resulting Issuer will be made up of at least the following individuals:

Rudolf BaetsenChief Executive Officer and Director

Mr. Baetsen brings over 17 years of experience in gaming and casino operations and has been a director of B Plus since its incorporation in 2007. Mr. Baetsen comes from a hotel management background and worked in Europe and Africa prior to starting his gaming industry career. As the managing director of a gaming group in the Caribbean, he oversees and is responsible for the legal, administrative and financial well-being of eight gaming operations. Mr. Baetsen was recently nominated for the position of Chairman of the supervisory board of the Central Bank of Curacao and St Maarten, but respectfully declined in order to fully concentrate on the B Plus ventures. Mr. Baetsen holds a Bachelor's degree in Business Administration from the Hotelschool in the Hague, Netherlands, one of the leading Hotel Schools of the World.

Jake KalpakianDirector

Mr. Kalpakian's biographical information is as disclosed in Big Mojo's final prospectus dated January 14, 2011 and filed on SEDAR on January 17, 2011.

Alessandro LaMonicaChief Operating Officer and Director

Mr. LaMonica has acquired extensive experience in the gaming industry in Italy and abroad and has been involved in the Italian concession operation since 2004. As the start-up coordinator for the operation until the end of 2005, quality manager in 2006 and general coordinator until May 2008, he was responsible for the successful implementation, development and expansion of the concession. Since May 2008, he has held the position of CEO of the Italian branch of B Plus where he is responsible for the consolidation of the AWP concession, as well as the development of the VLT concession. He furthermore directly manages the relations with AAMS and other government authorities and was instrumental in acquiring the VLT licenses and obtaining the €180 million funding to pay for such licenses. Mr. LaMonica holds a degree in accountancy from the Lionardo Vigo Institue of Acireale and is enrolled in a BSc administration and organization program at the Libera University in Rome, Italy.

Paolo GregoDirector

Dr. Grego brings over 35 years of business and corporate experience and has held auditor and accountant positions at Unilever, where he eventually became responsible for the direct tax department of the Italian group of Unilever, comprised of more than 20 companies. Having held a variety of CEO and general manager positions in a wide range of Italian companies, he became a consultant to the tax policy department of the Italian ministry of finance and worked on defining State concession contracts for sports betting.

Dr. Grego is currently the general manager of the Italian branch of B Plus and specifically responsible for the compliance with tax and concession regulations. Dr. Grego holds a degree in economics from the Catholic university in Milan, Italy.

Big Mojo will provide a further updating news release upon the finalization of the candidates for the Resulting Issuer's board of directors and management, as well as requisite disclosure related to the Qualifying Transaction.

ON BEHALF OF THE BOARD

BIG MOJO CAPITAL INC.

Christopher Kape – Chief Executive Officer, Chief Financial Officer and Director

All information herein related to B Plus, its business and its proposed nominee directors have been solely provided by B Plus in their entirety.

Unless otherwise specified, all dollar amounts used herein refer to the lawful currency of Canada.

No statements made herein are, are intended to be or should be deemed as a representation that an application has been or will be made to list and post the security for trading on an exchange or quote the security on any quotation and trade reporting system.

Statements in this press release regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as the completion of the proposed Qualifying Transaction. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason. Forwarding-looking statements in this news release include the statements relating to the approval by the TSXV and/or the TSX, the completion of the Qualifying Transaction, engagement of the Sponsor, the approval of the New Plan, the Interim PP, the QT PP, proposed nominee directors and management, and certain businesses with regards to B Plus.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Qualifying Transaction for any reason, including adverse due diligence results, TSXV refusal of the Qualifying Transaction or the objection from the TSX of the transactions described herein; (ii) adverse market conditions; (iii) refusal of any of the proposed directors and officers of the Resulting Issuer to act for any reason; (iv) the inability of the Sponsor to produce a sponsor's report for any reason whatsoever; and (v) the inability to complete the final audit and review of the financial statements of B Plus. Except as required by law, the Company does not intend to update any changes to such statements.

Completion of the Qualifying 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. 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 management filing statement to be prepared in connection with the transaction, any information released or received with respect to this 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.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction described herein and has neither approved or disapproved the contents of this news release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Big Mojo Capital Inc.
    Christopher Kape, President, Chief Executive
    Officer, Chief Financial Officer and Director
    (604) 630-6550