ITOK Capital Corp
TSX VENTURE : ITK.H

MediaTube Corp.

October 25, 2011 14:56 ET

ITOK Capital Corp. Announces Entering Into Letter of Intent for Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Oct. 25, 2011) -

NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES

ITOK Capital Corp. (the "Corporation") (TSX VENTURE:ITK.H) is pleased to announce that it has entered into a letter of intent (the "Letter of Intent") for the acquisition (the "Transaction") of MediaTube Corp. ("MediaTube"). MediaTube is an Ontario corporation which is a public non- reporting issuer that intends to engage in the business of providing Internet Protocol television entertainment (including, high definition television broadcasts, inter-active games, video-on- demand (VOD) and pay-per-view (PPV)), long distance telephone and internet services to retail clients starting in Ontario and Quebec.

The Corporation is a capital pool company and intends for the acquisition of MediaTube to constitute the Qualifying Transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the TSX Venture Exchange (the "Exchange").

MediaTube

MediaTube was founded on November 25, 2008 under the laws of the Province of Ontario, by Douglas Lloyd, a resident of Ontario, and the only control person of MediaTube, as such term is defined in policy 1-1 of the TSX Venture Exchange. MediaTube is a public non-reporting issuer company that intends to engage in the business of providing Internet Protocol television entertainment (IPTV) (including, high definition television broadcasts, inter-active games, video-on-demand (VOD) and pay-per-view (PPV)), long distance telephone and internet services to retail clients starting in Ontario and Quebec via a private intranet. MediaTube intends to offer a fully competitive IPTV video service to consumers to compete with satellite and cable providers.

MediaTube's corporate offices are located at 8500 Leslie St., Suite 380, Thornhill, Ontario L3T 7M8.

MediaTube intends to provide subscribers with access to hundreds of channels of HD or digital -quality programming, Dolby Quality audio programming, high speed Internet and North American long distance telephone services directly to the subscribers' homes or businesses via ADSL2 transmission using pair bonding and Internet Protocol technology.

To subscribe to the MEDIATUBE service, subscribers will be provided with a digital set-top receiver (or PVR) and a remote control and a wireless keyboard, which MediaTube refers to as the MEDIATUBE ® System. The MEDIATUBE ® System is activated upon installation.

During the past several years, MediaTube's management and shareholders have privately funded the R&D process to develop the MEDIATUBE ® System. Funds were spent on testing of equipment and field research well as legal and consulting costs to develop a system and ability to deliver the MEDIATUBE ® System.

MediaTube has been granted an Ontario regional Broadcasting Distribution Undertaking Licence ("BDU Licence") from the Canadian Radio-television Telecommunications Commission (the "CRTC"), permitting MediaTube to provide such services.

MediaTube has completed its R&D phase and is ready to go to market with its audio and video delivery network system. In this regard, MediaTube has entered into a 5 year Carrier Agreement with Bell Canada to utilize co-location facilities in Ontario and Quebec in order to deploy its MEDIATUBE ® System.

Terms of Qualifying Transaction

Pursuant to the terms of the Letter of Intent, the Corporation intends to acquire MediaTube. The Qualifying Transaction is an arm's length transaction. No insiders of the Corporation own securities in MediaTube and no insiders of MediaTube own securities in the Corporation.

It is intended that the Corporation will issue 1 common share in the capital of the Corporation for each of the issued common shares of MediaTube ("MediaTube Shares") and 1 share purchase warrant in the capital of the Corporation for each outstanding share purchase warrant of MediaTube. Based on the present share capital of MediaTube, the Corporation would issue 23,522,747 common shares and 3,330,524 warrants for the acquisition of MediaTube, at a deemed price per share of $0.70. In addition, the Corporation will change its name in connection with the Qualifying Transaction.

Upon completion of the Qualifying Transaction, the Resulting Issuer intends to seek a listing on the TSXV as a Tier 2 Technology Company.

The Qualifying Transaction is conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations; (ii) completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction; (iii) completion of due diligence satisfactory to all parties to the Transaction; (iv) completion of a sponsorship report satisfactory to the Exchange (or the waiver by the Exchange of that requirement); and (v) receipt of approval from the shareholders of MediaTube.

Management and Board of Directors of the Resulting Issuer

Upon completion of the Qualifying Transaction, it is anticipated that MediaTube's officers and directors will be:

The Honourable James S. Peterson P.C., is the Chairman and member of the Board of Directors of MediaTube. Mr. Peterson served in the Parliament of Canada for 23 years, during which time he acted as Chair of the Finance Committee, Secretary of State (International Financial Institutions) and Minister of International Trade. Before entering politics, he had a career as a lawyer, teacher and practitioner of international tax and business law. He is currently council to Fasken Martineau, Co-Chair of the Canada/US Law Institute and director of a number of other companies.

The Honourable John Trevor Eyton, OC, QC Senator is a director of MediaTube. Mr. Eyton was educated and raised in Quebec and Toronto. He practiced law in the firm of Tory Tory DesLauriers & Binnington. He became President and Chief Executive Officer of Brascan Limited. He remained with Brascan as Chairman and Senior Chairman until 1997. He was appointed to the Senate of Canada in 1991. Eyton is a board member of Brascan, Coca-Cola Enterprises (Atlanta), General Motors of Canada, Noranda, Nestle Canada and Coretec, and serves as Chairman and a director of Ivernia West. Eyton is an Officer of the Order of Canada, Queen's Counsel for Ontario.

The Honourable Sinclair Stevens, Q.C., is the President, Chief Executive Officer, Chief Financial Officer and a Director of the Corporation. Upon completion of the Transaction, Mr. Stevens will resign his positions as an officer of the Corporation, but will continue as a director. Mr. Stevens is and has served as a senior partner of Stevens & Stevens since 1988. Mr. Stevens practices principally in the areas of corporate law. Mr. Stevens was the publisher of The Planet Today.Com, Canada's first environmental newspaper. Mr. Stevens is and has served as Chairman and Chief Executive Officer of Planet America Inc., a public (PINK SHEETS:PNTC) information technology and e-commerce company, since its inception in 1994. Mr. Stevens is and has served as President of Georgian Bancorp Inc. since 1988, an investment banking company with interests in Canada, the United States, and the Turks and Caicos Islands in the British West Indies. Mr. Stevens is also a director of NTG Clarity Networks, Inc. (TSX VENTURE:NCI). Mr. Stevens was a Member of Parliament (Canadian Federal Government) from 1972 to 1988 and served as president of the Treasury Board of Canada from 1979 to 1980 and as Minister of Regional Industrial Expansion between 1984 and 1986. Mr. Stevens was called to the Ontario Bar in 1955.

William Thomson is a director of MediaTube. Mr. Thompson is President of Mercana Growth Partners., a merchant banking company specializing in providing corporate finance expertise and management leadership to both public and private businesses of all sizes. He is also currently a director of the following companies: Asia Bio Chem (TSX VENTURE:ABC), Score Media Inc. (TSX:SCR), China Armco Metals and Greater China Capital Inc. Some of his past directorships consist of the following companies: Debt Freedom Canada In (Chairman); Confederation of Italian Entrepreneurs Worldwide Canada, Maxus Technology Corp. (NASDAQ:MXUS), Redpearl Funding Corp., Paradox Financial Solutions Inc., Open EC Technologie Inc. (TSX VENTURE:OCE), China Automotive Systems Inc. (NASDAQ:CAAS).

Allen J. Lloyd is a director of MediaTube. He has over 30 years of experience in the telecommunications and automotive industry. He started and owned of a chain of TELUS branches. Previous to that he served as Vice President of Telroute Communications and was Dealer Principal of Ford Mercury Group Canada.

Douglas C. Lloyd is the CEO, founder and a director of MediaTube. He has over 25 years of experience building telecommunications networks including satellite, fibre-optic, fixed wireless, and VoIP networks and has experience as officer and director of both private and public companies.

Edmund (Ted) N. Chislett is the President and a director of MediaTube. Mr. Chislett has over 30 years of experience in the telecommunications industry, roles as President, CEO & COO with Primus Canada, VP Rogers Canada (Research, Technology and Engineering) and senior positions with GT Communications Inc. and VisionTel Communications Inc.

Arnold W. Augustin is a Senior VP, the Secretary and a director of MediaTube. Mr. Augustin has over 30 years of experience in international and domestic businesses, He has experience with acquisitions, consulting, information technology, telecommunications and sales with companies which include Canadian Tire, Unipart Group of Companies (UK), Stirling Douglas Group, SCI Inc. and AME Inc.

Proforma Capital Structure

Although it is not a condition to the completion of the Qualifying Transaction, MediaTube may complete a private placement financing of up to $7 million (the "Private Placement") prior to the closing of the Qualifying Transaction.

A comprehensive press release containing a summary of the financial info of MediaTube and details of the terms of the private placement will be forthcoming once finalized.

The Corporation currently has 1,333,332 common shares common shares issued and outstanding and 166,667 reserved for issuance on the exercise of options.

Following completion of the Qualifying Transaction, and based on the current issued and outstanding equity of each company, shareholders of the Corporation will hold 1,499,999 common shares of the combined entity, representing the fully diluted equity of the Corporation, with the balance of 23,522,747 common shares and 3,330,524 warrants being held by investors in MediaTube. The relative ownership percentages will vary depending on whether a Private Placement is completed prior to the closing of the Qualifying Transaction and the price of such Private Placement.

In accordance with Exchange policy, the Corporation's shares are currently suspended from trading and will remain so until the completion of the Qualifying Transaction.

Termination

The letter of intent will terminate (i) on the mutual consent of both the Corporation and MediaTube, (ii) if the Corporation is not satisfied with its due diligence review of MediaTube at 5:00 p.m. (Toronto time), on or before the date (the "Due Diligence Deadline") which is five (5) business days following the date on which MediaTube is able to provide the Corporation with its disclosure documents and financial statements of MediaTube, (iii) if a Definitive Agreement is not executed on or before 5:00 p.m. (Toronto time) on the earlier of either November 8, 2011, or (iv) if a regulatory authority notifies the Corporation or MediaTube that the Transaction may not proceed.

Cautionary 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. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed, or at all.

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

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act") of any equity or other securities of the ITOK. The securities of the Resulting Issuer to be issued in connection with the QT Financing have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation.

Forward looking information includes, but is not limited to, statements with respect to the terms of the proposed Transaction, the activities of the Resulting Issuer, and regulatory issues. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of ITOK to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive and regulatory risks. Although ITOK has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. ITOK does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

The TSX Venture Exchange Inc., has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release. Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • ITOK Capital Corp.
    Sinclair Stevens
    President, Chief Financial Officer,
    Chief Executive Officer and Director
    (905) 853-1973
    smstevens@epla.net