LOR Capital Inc.

August 03, 2005 16:20 ET

LOR Capital Inc. Announces Closing Of Qualifying Transaction With Time Industrial, Inc. And Malibu Engineering & Software Ltd. And Prospectus Offering Of 15,454,546 Units

MONTREAL, QUEBEC--(CCNMatthews - Aug. 3, 2005) -

Not for dissemination in the United States or for distribution to U.S. newswire services

LOR Capital Inc. ("LOR Capital")(TSX VENTURE:LOU.P), a capital pool company listed on the TSX Venture Exchange, announces that it has closed its previously-announced Qualifying Transaction with Time Industrial, Inc. ("Time"), Malibu Engineering & Software Ltd. ("Malibu"), and all of the securityholders of Time and Malibu, in accordance with the policies of the TSX Venture Exchange. Malibu is a private Calgary-based enterprise software company that provides workflow automation applications and services that enable companies to more efficiently manage the lifecycle of their resource assets. Time is a private Edmonton-based company offering a software-based solution for cost and progress management of third party contractors.

Pursuant to the Qualifying Transaction, LOR has changed its name to Decision Dynamics Technology Ltd. ("DDTL") and consolidated its share capital on a 3.0435 for one basis. An aggregate of 32,456,271 common shares of DDTL, on a post-consolidation basis, were issued to the securityholders of Time and Malibu.

Concurrently with the closing of the Qualifying Transaction, DDTL completed a public offering of units in the amount of $8.5 million at a price of $0.55 per unit. Each unit consists of one common share of DDTL and one-half of a common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of DDTL for a period of 18 months at a price per share of $0.70. Canaccord Capital Corporation and Wellington West Capital Inc. acted as agents (the "Agents") for the concurrent public offering. The Agents received cash compensation equal to 8% of the gross proceeds of the offering, excluding proceeds from lead orders in the aggregate amount of $2.5 million. The Agents also received an 18-month option to purchase, in the aggregate, 872,727 common shares of DDTL at a price per share of $0.55.

The common shares of DDTL are expected to be listed on Tier 1 of the TSX Venture Exchange under the stock symbol "DDY". The common share purchase warrants issued under the public offering are also expected to trade on Tier 1 of the TSX Venture Exchange under the stock symbol "DDY.W".

As a result of the closing of the Qualifying Transaction and public offering, there are 51,360,792 issued and oustanding common shares of DDTL, of which 26,783,857 are subject to a Tier 1 value security escrow agreement entered into between DDTL and Computershare Investor Services Inc.

A portion of the proceeds from the concurrent public offering, together with the combined working capital of Time, Malibu and DDTL as a result of the completion of the proposed Qualifying Transaction, was used for the acquisition of the shares of 812899 Alberta Ltd. In addition, the proceeds will be applied to working capital purposes and, in particular, to develop and integrate Malibu and Time's sales and marketing teams, expansion into the United States and for additional product development. DDTL will focus on offering integrated asset lifecycle management and contractor management solutions.

Directors and Management Team

At the closing of the Qualifying Transaction, Clifford Besner, Pierre A. Raymond, Leonard Sheiner, Issie Wiseman and George Roy McKay Bonnell resigned as directors of LOR Capital/DDTL and Gerry Bleau, Evan Chrapko, Vernon Lobo and Derek Smyth, all current directors of Time, together with William Dimma and Elson McDougald from the current board of Malibu, were appointed to the Board of Directors of DDTL. Michael Weinberg is the sole former director of LOR Capital remaining on the Board of Directors of DDTL following the completion of the Qualifying Transaction. The new senior management team of DDTL consists of William Dimma as Chairman of the Board, Gerry Bleau as Chief Executive Officer, Cecil Shewchuk as President, David Hunt as Chief Financial Officer, Justin Zinke as Chief Operating Officer and Evan Chrapko as Chief Strategy Officer.

The following are brief resumes of the new senior officers and directors of DDTL following the Qualifying Transaction:

William Dimma, Director and Chairman of the Board - Mr. Dimma was educated at the University of Toronto, York University and Harvard University, where he earned a doctorate in business administration. He has held a number of senior line positions with major Canadian companies, including the presidencies of Torstar Corporation and Royal LePage. He is currently Board Chairman of Home Capital Group, Malibu Engineering and Software Ltd. and Royal LePage Commercial Advisory Board. He also sits on the board of directors of several major Canadian companies, as well as of various not-for-profit institutions. He was appointed to the Order of Canada in 1996 and the Order of Ontario in 2000. His book, Excellence in the Boardroom (John Wiley & Sons) was published in 2002.

Gerry Bleau, Chief Executive Officer and Director - Mr. Bleau joined Time in May 2004 as President and Chief Executive Officer, bringing extensive senior executive experience. Prior to joining Time, Mr. Bleau was with J.D. Edwards, where he held the positions of Vice-President and General Manager for Canada and later Senior Vice-President, managing more than 800 people in the Americas and Asia-Pacific regions. Mr. Bleau holds a Bachelor of Commerce degree (1975) and an M.B.A. degree (1986) from Concordia University in Montreal.

Cecil Shewchuk, President - Mr. Shewchuk provided strategic consulting services to Malibu beginning in April 2004 and became the CEO in October 2004. He brings more than 30 years of experience as a business leader in the development and commercialization of advanced software solutions for the process industries. Mr. Shewchuk's accomplishments include starting his own company, Sacda Inc., a process simulation software company, and senior management positions in global companies such as Honeywell International Inc. and Aspen Technology Inc. Mr. Shewchuk holds a Ph.D. in Chemical Engineering from Cambridge University.

David Hunt, Chief Financial Officer - Mr. Hunt joined Malibu in December 2003 as CFO. He is a Chartered Accountant with 30 years experience in the oil and gas and technology sectors and with public companies listed in Canada, the U.S. and the U.K. Mr. Hunt held senior positions with Dome Petroleum Limited, BP (Amoco) Canada and TransCanada PipeLines Inc. Mr. Hunt holds a Bachelor of Arts (Economics) degree from the University of Calgary.

Justin Zinke, Chief Operating Officer - Mr. Zinke joined Malibu in July 2004 as Vice-President Operations. He has more than 20 years of international experience in the management of advanced application projects for the process industries including refining and petrochemical process technology with UOP. Mr. Zinke was most recently VP Product Portfolio Management & Corporate Best Practices at Aspen Technology Inc. Mr. Zinke holds a Bachelor's degree in Chemical Engineering from Montana State University and an M.B.A. degree from the University of Chicago.

Evan Chrapko, Director and Chief Strategy Officer - Mr. Chrapko, founder and chairman of Time, holds a Bachelor of Commerce degree (with distinction) from the University of Alberta (1988), a professional Chartered Accounting designation, and a law degree from Columbia University in New York (1995). Mr. Chrapko founded Time in 2000. Prior to founding Time, Mr. Chrapko founded, built and sold The DocSpace Company Inc. for US$568 million in a period of less than three years. Mr. Chrapko is a graduate of the Henry Crown Fellowship Program at the Aspen Institute, an international think-tank that fosters well-rounded, effective and ethical leadership. In 2000, Mr. Chrapko was named by the Canadian Consulate in San Jose, California and the Leaf Initiative as one of the Top 10 people to influence the technology sector. Mr. Chrapko is a member of the Young Presidents' Organization and is a board member of the Canadian Institute for Advanced Research.

Vernon Lobo, Director - Mr. Lobo is currently the Managing Director of Mosaic Venture Partners, a private venture capital fund. Mr. Lobo's career includes experience in entrepreneurial ventures, technology, strategic consulting and venture capital. Previously, Mr. Lobo was a partner with a leading Canadian venture capital fund focused on technology-based enterprises. Prior to that, he was a consultant at McKinsey & Company, serving Fortune 500 clients in the telecommunications and information technology sectors. Earlier in his career, Mr. Lobo worked in software development and engineering at Northern Telecom. Mr. Lobo holds a Bachelor of Science in Engineering degree from the University of Waterloo and an M.B.A. degree from the Harvard Business School, where he was a Baker Scholar.

Derek Smyth, Director - Mr. Smyth joined EdgeStone Capital Partners as a partner in February 2004. Prior to joining EdgeStone, Mr. Smyth was President and CEO of Bridgewater Systems Corporation. Before joining Bridgewater Systems, he held the position of COO at Ironside Technologies, where he was responsible for the overall direction of global business development, marketing, sales operations and product development. Previously, Mr. Smyth held a number of positions with Bay Networks Canada and Radius Inc. Mr. Smyth holds a Bachelor of Arts degree (Commerce and Economics) from the University of Toronto and completed the Enterprise Program for Growing Companies (EPGC) at Stanford University.

Michael Weinberg, Director - Mr. Weinberg is founder and President of Omni Capital Inc. and former President of LOR Capital. Mr. Weinberg has acted as a consultant for initial public offerings for a number of companies and has also structured, developed and sold numerous tax shelter investments via private placements and public offerings. Mr. Weinberg has been on the Board of Directors of eleven oil and gas companies. Nine of the companies were capitalized via initial public offerings in Quebec and two via private placements. Prior to establishing Omni Capital Inc., Mr. Weinberg was an officer with Richardson Greenshields of Canada, McLeod Young Weir and Yorkton Securities Inc., where he was involved in corporate finance, investment analysis and research. Michael Weinberg holds a Bachelor of Science degree from McGill University and an M.B.A. degree from Columbia University.

Elson McDougald, Director - Mr. McDougald is the Chairman, President, Chief Executive Officer and a Director of Western Lakota Energy Services Inc. He founded Laredo Drilling Ltd. and was the Chief Executive Officer and a director of Tetonka Drilling Inc. Mr. McDougald has been a director of Alberta Treasury Branches and Vencap Equities Alberta Ltd. He is currently a member of the board of directors of Phoenix Technology Services Inc. and CCR Technologies Ltd.

In addition, upon closing of the Qualifying Transaction, Nexia Friedman, Chartered Accountants, resigned and KPMG LLP, Chartered Accountants, were appointed as auditors of DDTL.

About Malibu Engineering & Software Ltd.

Malibu is an enterprise software company that provides workflow automation applications that enable companies to more efficiently manage the lifecycles of resource assets. Through a business process modeling software engine, which is the subject of patent applications by Malibu, the Malibu solution consists of pre-configured modules that can be customized to a customer's existing proprietary workflow and best practices. Malibu's solution delivers operational efficiencies and improved cost control by automating business processes resulting in accurate and near real-time data and by monitoring regulatory and compliance requirements. The Malibu solution consists of software, professional services and support that can be used in all resource-based industries, and has multiple sector market opportunities.

Malibu's primary application, Wellcore™, is an oil and gas well lifecycle management solution developed from Malibu's domain knowledge in the oil and gas industry. Wellcore™ enables oil and gas companies to automate the workflow involved in managing various phases in the lifecycle of oil and gas wells, including geology, drilling, completions, regulatory compliance, reclamation, and abandonment. In early 2005, the solution was extended to pipeline lifecycle management.

Malibu uses a direct sales model to address its current target market. Its strategy for penetrating the international market is to build a strong customer base in North America and expand the Malibu solution into these customers' international operations.

Malibu's revenue model is comprised of software license fees, professional services, software maintenance fees and support charges. The software license fee is derived from: an annual fee per office server per Wellcore™ module, an annual fee per Wellcore™ module per office user, and a daily fee per rig in the field. Customer contracts are typically entered into for a term of three years.

Malibu has built a significant presence in the Canadian oil and gas industry with more than 70 software clients. In addition, 9 of the 15 major Canadian oil and gas producing companies use Malibu products in their domestic, and in some cases, international operations.

About Time Industrial, Inc.

Time develops, markets, implements and supports a software-based solution that helps large companies control and manage the costs and progress of work performed by outside contractors. Through an application service provider delivery model, the TI solution acts as a third party "neutral clearinghouse" processor of transaction data generated between project owners and contractors. The TI solution allows for a reduction in the resources required to manage the relationships between project owners and contractors while addressing the key frictional issues, namely, data accuracy, transparency and timeliness of payment. Large organizations in industries such as oil and gas and utility sectors use the TI solution in their asset lifecycle activities to administer and complete projects such as outages, turnarounds, shutdowns, capital construction and maintenance projects.

Time enables its customers to monitor job costing and progress in real time for outsourced industrial projects by capturing accurate inputs and completions with respect to labour, equipment, materials and expenses. Time's services and software assist in optimizing project cost controls that can result in reduced project budget and schedule risks.

Time's solution acts as a neutral clearinghouse between project
owners and contractors:

- Owners are generally large, publicly-traded corporations that own
multi-billion dollar capital assets which require massive capital
expenditures annually.

- Contractors that Time monitors range from very small to very
large firms that provide dozens, hundreds or thousands of skilled
labourers, equipment and materials to complete capital and/or
maintenance projects for owners.

The TI solution compiles all of the contractual elements of an agreement between a project owner and a contractor into a TI hosted software platform which acts as a neutral clearinghouse of transaction data between the parties. Owners and contractors each benefit by having the complex rules established in their written contracts applied in real-time to raw data provided by the contractor regarding all labour, material, equipment and delivery of milestone completions or progress measures. Contractors can benefit by receiving quicker payment and project owners can benefit by receiving real-time actionable information and increasing the chances of detecting and reducing cost overruns. In addition, both owners and contractors benefit from a reduction in billing disputes by utilizing a neutral, single-source data clearinghouse that validates their respective obligations.

Time's customers range from Fortune 100 owner-operators of industrial facilities to contractors having annual revenues as low as $40 million.

Time uses a direct sales force to target the oil and gas market and a reseller relationship with Pantellos Corporation to target the utilities markets in North America. Pantellos, which was recently acquired by Perfect Commerce, Inc., is a leading service company for the utility and energy service industries.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy for this release.

Contact Information

  • LOR Capital Inc.
    Gerry Bleau
    Chief Executive Officer
    (780) 413-1521
    LOR Capital Inc.
    Cecil Shewchuk
    (403) 920-9475
    LOR Capital Inc.
    David Hunt
    Chief Financial Officer
    (403) 266-8552