Data Deposit Box Inc.

March 18, 2015 18:03 ET

Data Deposit Box Inc. Announces Completion of Transaction With Acpana Business Systems Inc.

TORONTO, ONTARIO--(Marketwired - March 18, 2015) - Further to its press releases dated November 24, 2014 and March 4, 2015, Data Deposit Box Inc. (the "Company") is pleased to announce that it has completed the amalgamation transaction (the "Transaction") with Acpana Business Systems Inc. ("Acpana"), effective March 18, 2015.

Pursuant to the Transaction, and in accordance with an amalgamation agreement (the "Amalgamation Agreement") dated November 17, 2014, among the Company, Acpana, and 2441043 Ontario Inc. ("Subco"), Acpana and Subco amalgamated to form "Amalco", a wholly owned subsidiary of the Company, and each shareholder of Acpana and Subco received one (1) common share (a "Common Share") of the Company for every one (1) Acpana common share or Subco common share, as applicable, held by such shareholder. In addition, each holder of an Acpana warrant and each holder of a Subco warrant or a Subco broker warrant received an equal number of warrants or broker warrants of the Company, as applicable.

Prior to the Transaction, Subco completed a series of private placements (collectively, the "Private Placements") for gross proceeds of $2,880,869, issuing an aggregate of 11,002,898 common shares, 1,500,000 warrants exercisable for one common share at a price of $0.30 per share until September 18, 2017, and 9,502,898 warrants exercisable for one common share at a price of $0.50 per share until September 18, 2017. In addition, in connection with the completion of the Private Placements, Subco paid cash commissions to eligible persons in the aggregate amount of $148,644, and issued an aggregate of 495,480 broker warrants.

In accordance with the Amalgamation Agreement, effective on March 2, 2015, Acpana subdivided its common shares on a six (6) post-consolidated common shares for one (1) pre-consolidation common share (the "Subdivision"), resulting in Acpana having 16,524,408 common shares outstanding. The Amalgamation and the Subdivision were approved by the requisite two-thirds majority of the votes cast by shareholders at the special meeting of Acpana shareholders held on November 28, 2014.

In connection with the Transaction, the Company also intends to change its financial year end from August 30 to December 31.

The Common Shares have been conditionally accepted for listing on the Canadian Securities Exchange, subject to the satisfaction of customary listing conditions.

Resulting Capitalization

After completion of the Transaction an aggregate of 28,546,306 Common Shares are issued and outstanding with former shareholders of Acpana holding 16,524,408 Common Shares, representing approximately 57.9% of the outstanding Common Shares, former shareholders of Subco holding 11,002,898 Common Shares, representing approximately 38.5% of the outstanding Common Shares, and the original shareholders of the Company holding 1,019,000 Common Shares, representing approximately 3.6% of the outstanding Common Shares. The Company also has 11,901,716 warrants outstanding, and 495,480 broker warrants outstanding.

Pursuant to the Transaction, World Wide Pants Inc. (address: c/o Data Deposit Box Inc., Suite 703, 1 Eglinton Avenue East, Toronto, Ontario, M4P 3A1), a company controlled by Tim Jewell, the Chief Executive Officer and a director of the Company, has become the registered holder of 2,866,668 Common Shares representing approximately 10.04% of the outstanding Common Shares. For the purposes of National Instrument 62‐103 early warning reporting, the Common Shares were acquired as a result of the Transaction and the Common Shares are held for investment purposes and the holder may, from time to time, acquire additional securities of the Company or dispose of such securities as it may deem appropriate. A copy of the applicable early warning report can be obtained under the Company's profile on SEDAR at


Pursuant to the terms of the Amalgamation Agreement, Roop Mundi, Lisa McCormack and Arvin Ramos resigned from the Company's management and board of directors, and the board and management of the Company are now comprised as follows:

Troy Cheeseman - President, Chief Operating Officer and Director

Mr. Cheeseman was the President and Chief Operating Officer of Acpana. He has over fifteen years of information technology and business operations experience, in both the public and private sectors. For over twelve years Mr. Cheeseman worked directly for Citi Technology and Infrastructure with CITI, one of the largest financial services institutions globally. During this time, Mr. Cheeseman was the Canadian country head for the ICG CTI team, the NAM CTI head for the GTS business and was the Securities and Fund Services global head of CTI Service Delivery Management, a business-aligned role leading all technology infrastructure management efforts.

Tim Jewell - Chief Executive Officer and Director

Mr. Jewell was the Chief Executive Officer of Acpana and is the inventor of the Data Deposit Box products. Prior to developing such products, Mr. Jewell was a marketing representative and systems engineer at IBM, where he put his expertise and insight to use in all ends of the product development spectrum. As an information technology consultant, Mr. Jewell developed internet-based solutions for a variety of clients, from technology vendors to major Canadian finance organizations. Mr. Jewell became Chief Technology Officer for, which was recently bought by NIAD Systems. Mr. Jewell holds a B.A.Sc. in Electrical Engineering and Computer Science from the University of Waterloo.

Marco Guidi - Chief Financial Officer

Mr. Guidi is a Chartered Accountant and holds an Honours Bachelor degree in Business Administration from Wilfrid Laurier University. Mr. Guidi began his career with an accounting firm where he was as an audit supervisor specializing in serving the audit and tax needs of clients in a variety of industries. He has worked with publicly listed junior mining companies, technology companies, and privately-owned and entrepreneurial companies. In 2010, Mr. Guidi transitioned out of public accounting and is currently serving as Chief Financial Officer, Controller and Accountant for a number of public companies.

Chris Irwin - Corporate Secretary and Director

Mr. Irwin practices securities and corporate/commercial law and has been the managing partner of Irwin Lowy LLP since January 2010. Prior thereto he was the President of Irwin Professional Corporation from August 2006. Mr. Irwin advises a number of public companies, boards of directors and independent committees on a variety of issues. Mr. Irwin is a director and/or officer of a number of public companies, including: Kerr Mines Inc., Mag Copper Limited, Laramide Resources Ltd. and Roscan Minerals Corp.

Robert Smuk - Director

Mr. Smuk has served as President and Chief Executive Officer of FundSERV Inc., a leading provider of electronic business services for the Canadian investment fund industry, since October 3, 2012. Prior to joining FundSERV Inc., Mr. Smuk enjoyed an extensive and varied career in the financial industry from 1997 to 2012. He was formerly NA Operations Head for Securities Fund Services (SFS) at Citi and joined the organization as part of the Unisen (where he was President) acquisition as GTS Head for Canada. Before being named President of Unisen, Mr. Smuk was Senior Vice President and Chief Information Officer for AGF. Prior to AGF, Mr. Smuk spent four years at Manulife Financial in a variety of roles and seven years with IBM and ISM, IBM's Canadian outsourcing arm. Mr. Smuk holds a degree in Industrial Engineering from the University of Toronto.

Scott Allen - Director

Mr. Allen is theoretical physicist by training with over sixteen years of experience in quantitative financial risk modelling and management. He has worked in start-up ventures in the areas of quantitative financial modelling software design as well as pedagogical approaches to learning challenging word based problems in mathematics and physics through use of structuring rule based approaches and through visualization and simulation. In recent years Mr. Allen has worked as Director of Counterparty Risk models at Credit Suisse in London, specializing in the QuIC-based platform language application grid computing for state-of-the-art Monte Carlo revaluation techniques and reconciliation to front office pricing models. He was also deeply involved with regulatory mandates pertaining to counterparty credit exposure, clearing audit points as well as model validation on both pricing/valuation and risk methodology sides. His product knowledge is extensive in both the market space (exotics like PRDC, Bermudan Swaptions, Double Barriers in Forex and Equities) as well as the credit risk space (agency MBS, ABS, CDOs and CDS to name a few). Mr. Allen holds a MSc. And a Phd. in Theoretical Physics from the University of Waterloo.

The Business of the Company

The Company will carry on the business of Acpana. With advanced, patented technology, the Company has been trusted daily by over 50,000 customers supported throughout the world by an extensive partner network of 1,000 resellers and 25 managed service providers. The Company's solutions have won prestigious industry awards and it has been featured in leading industry publications.

In early 2011, Acpana merged its decade's worth of cloud backup experience with ROBOBAK's impressive past that formed a dynamic match that will drive the technology to power cloud backup and recovery solutions for small businesses and partners alike for years to come.

The Company's philosophy is to empower business owners and employees to take a more active role in understanding the value of their data. Massive improvements in technology are generating profound changes in the way companies create and share digital information. In today's world data is power and we're excited to see a new generation of businesses moving to embrace cloud-based platforms because the technology allows smaller companies to enjoy unprecedented levels of productivity, mobility, and security.

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is 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 information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

Shares Outstanding: 28,546,306

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