Niagara Ventures Corporation
TSX VENTURE : NIA.P

November 25, 2014 10:00 ET

Niagara Ventures Corporation Enters Into Definitive Agreement Relating to Acquisition of Blu-Dot Beverage Company Inc.

TORONTO, ONTARIO--(Marketwired - Nov. 25, 2014) - Niagara Ventures Corporation ("NVC") (TSX VENTURE:NIA.P) is pleased to announce that it has entered into a share purchase agreement dated November 24, 2014 (the "Definitive Agreement") with the shareholders of Blu-Dot Beverage Company Inc. ("Blu-Dot"), a corporation existing under the Canada Business Corporations Act, pursuant to which NVC will acquire all of the issued and outstanding common shares of Blu-Dot ("Blu-Dot Shares") in exchange for common shares of NVC ("NVC Shares") (the "Transaction"). Upon completion of the Transaction, Blu-Dot will be a wholly-owned subsidiary of NVC.

Under the terms of the Definitive Agreement, holders of Blu-Dot Shares will receive an aggregate of 7,162,500 NVC Shares. Up to 2,562,500 additional NVC Shares will be issued to Kevin Stratton, the President and Chief Executive Officer of Blu-Dot, provided that certain performance criteria are met by Blu-Dot prior to December 31, 2015.

The Transaction is subject to a number of terms and conditions as set forth in the Definitive Agreement, including (among other things) the approval of the TSX Venture Exchange (the "TSXV"). If and when completed, the Transaction will constitute the "Qualifying Transaction" of NVC pursuant to the policies of the TSXV.

About Blu-Dot

Blu-Dot is a corporation engaged in the development, production, distribution and sale of "better-for-you" ready-to-drink beverage products in support of a healthy lifestyle. The current product portfolio of Blu-Dot includes a line of all natural "Protein Teas" currently available in five flavours: Orange Pineapple, Blueberry Acai, Apple Pear, Honey Lemon and Cranberry Pomegranate.

Blu-Dot currently markets, distributes and sells its products across Canada to various retail channels, including natural/organic, specialty, supermarkets, hypermarkets, health/pharma, convenience, mass and other non-grocery channels. Blu-Dot utilizes both a direct and third-party distribution model to distribute its products.

Blu-Dot was incorporated and commenced commercial business operations in 2012. Its head office is located at 1155 North Service Rd West, Unit 11, Oakville, Ontario L6M 3E3.

Kevin Stratton, the President and Chief Executive Officer of Blu-Dot, is the controlling shareholder of Blu-Dot. As at the closing of the Transaction, following the conversion of certain convertible debentures of Blu-Dot, Mr. Stratton will hold an aggregate of 19,776,353 Blu-Dot Shares (representing approximately 62% of the Blu-Dot Shares to be outstanding at closing).

Two current directors of NVC, namely, Scott Anderson and Ron McEachern, hold convertible debentures of Blu-Dot which will be converted prior to the closing of the Transaction into 1,236,453 Blu-Dot Shares in the case of Mr. Anderson (representing approximately 3.9% of the Blu-Dot Shares to be outstanding at closing) and 2,472,906 Blu-Dot Shares in the case of Mr. McEachern (representing approximately 7.8% of the Blu-Dot Shares to be outstanding at closing).

Summary Financial Information for Blu-Dot

The following table sets forth selected historical financial information for Blu-Dot for the period from January 24, 2012 (Date of Incorporation) to December 31, 2012, for the financial year ended December 31, 2013, and for the six-month period ending June 30, 2014. The financial information presented below has been prepared in accordance with International Financial Reporting Standards (IFRS).

Income Statement Data Six-months ended June 30, 2014
(Unaudited)
Year ended December 31, 2013
(Audited)
Period from January 24, 2012 (Date of Incorporation) to December 31, 2012
(Audited)
Revenue $ 72,838 $ 130,657 $ 12,766
Gross Profit (Loss) $ 5,562 $ (7,420 ) $ (33,754 )
Expenses $ 210,801 $ 249,478 $ 41,491
Net Loss $ (205,239 ) $ (256,898 ) $ (75,245 )
Balance Sheet Data As at June 30, 2014
(Unaudited)
As at December 31, 2013
(Audited)
As at December 31, 2012
(Audited)
Total Assets $ 93,850 $ 86,951 $ 22,594
Total Liabilities $ 514,925 $ 381,238 $ 97,739
Shareholders' Equity $ (421,075 ) $ (294,287 ) $ (75,145 )

Information Concerning the Transaction

In connection with the Transaction, it is expected that:

(a) immediately prior to closing of the Transaction, outstanding convertible debentures of Blu-Dot in the aggregate principal amount of $425,000 will be converted into an aggregate of 11,481,941 Blu-Dot Shares;
(b) upon closing of the Transaction, all of the issued and outstanding Blu-Dot Shares, to be an aggregate of 31,881,941 Blu-Dot Shares, will be transferred to NVC in exchange for NVC Shares, on the basis of one (1) NVC Share for every 4.4512 Blu-Dot Shares outstanding, resulting in an aggregate of 7,162,500 NVC Shares being issued to the shareholders of Blu-Dot;
(c) upon closing of the Transaction, Kevin Stratton shall be entitled pursuant to the Definitive Agreement to receive up to an additional 2,562,500 NVC Shares, provided that certain performance criteria are met by Blu-Dot prior to December 31, 2015;
(d) at the closing of the Transaction, Kevin Stratton will enter into an employment agreement with Blu-Dot (and NVC) having an initial term of three (3) years, pursuant to which Mr. Stratton will serve as President and Chief Executive Officer of Blu-Dot;
(e) immediately following the closing of the Transaction, Blu-Dot will be a wholly-owned subsidiary of NVC and Blu-Dot will continue to carry on the business currently carried on by it;
(f) immediately following the closing of the Transaction, there will be 19,916,032 NVC Shares issued and outstanding, with current shareholders of NVC holding an aggregate of 12,753,532 NVC Shares (representing approximately 64% of the then outstanding NVC Shares) and former shareholders of Blu-Dot holding an aggregate of 7,162,500 NVC Shares (representing approximately 36% of the then outstanding NVC Shares); and
(g) subject to TSXV approval, three new directors (in addition to the four current directors of NVC) will be appointed to the board of directors of NVC, namely, Kevin Stratton, Scot Martin and Stacey Mowbray.

A copy of the Definitive Agreement will be available for review under NVC's corporate profile on SEDAR at www.sedar.com.

Arm's Length Qualifying Transaction

The Transaction is an arm's length transaction. Pursuant to the policies of the TSXV, approval of the Transaction by the shareholders of NVC is not required.

Proposed Management and Board of Directors of NVC Post-Closing

The current directors of NVC are Larry Phillips, Scott Anderson, Jeffrey Mores and Ron McEachern. Following completion of the Transaction, it is anticipated that three new directors (in addition to the four current directors of NVC) will be appointed to the board of directors of NVC, namely, Kevin Stratton, Scot Martin and Stacey Mowbray.

The current directors and the proposed new directors of NVC (subject to the completion of the Transaction), were elected by the shareholders of NVC at the annual and special meeting of shareholders of NVC held on October 30, 2014.

The individuals listed below will be directors and/or officers of NVC and each will hold the position(s) within NVC (or Blu-Dot) as indicated beside their name.

  • Larry Phillips (Chairman) - Mr. Phillips is the President of Corplex Management Services, providing corporate advisory services and directorship to public and private companies. Mr. Phillips was a founder of Iamgold Corporation in 1990 and served as an executive officer of the company until his retirement as Executive Vice President, Corporate Affairs in June 2011. Mr. Phillips is a graduate of Osgoode Hall Law School and a member of the Law Society of Upper Canada. He served as VP Corporate Development and General Counsel of Iamgold Corporation from 1995 to 2005 and Executive Vice President, Corporate Affairs of Iamgold Corporation from 2005 to 2011. Mr. Phillips serves and has served on the boards of a number of public and private companies and charitable organizations, including Euro Resources S.A., Gowest Gold Ltd., Compass Gold Corporation, The World Gold Council and Toronto East General Hospital.

  • Ron McEachern (Director and President and Chief Executive Officer) - Mr. McEachern has extensive experience in the packaged goods and beverages industry. During a 23 year career at PepsiCo, Ron led food and beverage operations in Canada, the US, Northern Europe and Asia. At the time of his retirement in 2008, Ron was the President of PepsiCo Asia, overseeing all aspects of the PepsiCo foods and beverages business for Asia including India, China, Japan, Australia and South Asia. Since retiring from PepsiCo, Ron has been consulting with companies seeking to enter Asia and lecturing on general management in China as an Adjunct Professor in a number of universities. Prior to joining Pepsico, Ron was involved in the packaged goods industry with Procter and Gamble.

  • Scott Anderson (Director and Chief Financial Officer) - Mr. Anderson is the President of The Catalyst Company (since 1998), which provides board, management and investment advisory services to emerging growth businesses. Previously he was the President and Chief Operating Officer of the Rider Travel Group, a travel services business. Mr. Anderson has extensive public and private company board experience, including People Corporation, Comcare Health, Sleep Country Canada Income Fund, Listen UP, Stevenson Memorial Hospital, Vickers & Benson and The Look Company. Mr. Anderson is a Chartered Accountant.

  • Jeffrey Mores (Director) - Mr. Mores is the Founding Principal of Mores & Company Inc., a boutique Canadian estate planning and life insurance firm. Mores & Co. is primarily focused on the successful transition of private family enterprises, either to the next generation or new owners entirely. Mr. Mores began his career in 1998 with London Life and in 2001 he co-founded and led the western Canadian growth of IQ Partners, a Toronto-based executive recruitment firm. Mr. Mores has served on the advisory board of a number of charitable organizations, including Habitat for Humanity Toronto and Toronto East General Hospital Children's Emergency.

  • Kevin Stratton (Director and President and Chief Executive Officer of Blu-Dot) - Mr. Stratton is the founder and Chief Executive Officer of Blu-Dot. He has held senior leadership positions for both large public companies and early stage start-up companies. In his most recent role prior to founding Blu-Dot, Mr. Stratton spent seven years in the power systems industry running various business units for one of the world's largest Caterpillar Power Systems distributors. Mr. Stratton holds a degree in Engineering from Queen's University and a Master of Business Administration from the University of Western Ontario.

  • Scot Martin (Director) - Mr. Martin is the co-owner, Chairman and Co- Chief Executive Officer of youRhere Inc., a leader in the interactive segment of Canada's digital signage industry. Prior to joining youRhere Inc., Mr. Martin spent 30 years as a corporate and investment banking professional, holding a number of senior positions in the industry, including: Managing Director and Head of Investment Banking at Scotia Capital Markets; Deputy Chairman and Co-Head, Canadian Relationship Management at Scotia Capital; Vice-Chairman, Corporate and Investment Banking at National Bank Financial; and Partner at Blair Franklin Capital Partners. Mr. Martin serves and has served on the boards of a number of public and private companies and charitable organizations, included Discovery Capital Corporation and the Branksome Hall School Board of Governors and Foundation.

  • Stacey Mowbray (Director) - Ms. Mowbray most recently held the position of Chief Executive Officer and President of Second Cup Ltd., a publicly-traded company in the specialty coffee business. Prior to her time at Second Cup Ltd., Ms. Mowbray had roles with Molson Canada as CMO and Cara Operations, where she was the President of Milestone's and, prior thereto, the SVP Branding and Marketing. Earlier in her career, Ms. Mowbray held the position of VP Marketing for Pepsi Canada and held several sales and marketing positions at Weston Bakeries. Ms. Mowbray is a director of the Board and Vice Chair of the Governance Committee for Trillium Health Partners, one of Canada's largest regional hospitals. She is also a director for a privately held organization, Bonne O Holdings Inc.

Apart from the individuals listed above, there will be no other Insiders of NVC (within the meaning given to that term under the policies of the TSXV) upon completion of the Transaction.

Amounts Advanced in Connection with the Transaction

As announced in its press release of September 15, 2014, NVC agreed to make available to Blu-Dot a bridge loan of up to a maximum principal amount of $250,000 (the "Bridge Loan"). The purpose of the Bridge Loan was to provide additional working capital to Blu-Dot. Amounts under the Bridge Loan are issuable in tranches and each tranche is to be evidenced by a promissory note bearing interest at a rate of 12% per annum and which is payable on demand. The Bridge Loan is secured by a general security agreement providing a security interest in favour of NVC over all the assets and property of Blu-Dot.

As of the date hereof, an aggregate of $100,000 has been loaned to Blu-Dot pursuant to the Bridge Loan (in separate tranches on July 4, 2014 ($25,000) and September 15, 2014 ($75,000)). Upon closing of the Transaction, it is anticipated that amounts under the Bridge Loan will be repaid by Blu-Dot to its then parent company NVC.

Conditions to Completion of the Transaction

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV acceptance of the Transaction as NVC's Qualifying Transaction. Other material conditions to completion of the Transaction include, but are not limited to:

  • the preparation and filing of a disclosure document outlining the definitive terms of the Transaction in accordance with the policies of the TSXV;

  • the receipt of all requisite approvals from the respective boards of directors and shareholders of NVC and Blu-Dot, regulatory authorities (including the TSXV) and third parties necessary for the completion of the Transaction;

  • no material adverse change in the assets, business, financial condition, earnings, results of operations or prospects of NVC or Blu-Dot having occurred prior to completion of the Transaction;

  • the representations and warranties provided by NVC and each of the shareholders of Blu-Dot in the Definitive Agreement being true and correct in all material respects as of the closing of the Transaction;

  • no legal proceeding, regulatory action, inquiry or investigation existing as at the closing of the Transaction which would have a material adverse effect on NVC or Blu-Dot;

  • there existing no prohibition at law against the Transaction;

  • compliance with the terms of the Definitive Agreement by NVC and the shareholders of Blu-Dot and no material breach of the respective covenants contained therein; and

  • the delivery of the closing documents set out in the Definitive Agreement (which documents are typical for a transaction of the nature of the Transaction).

Sponsorship

Beacon Securities Limited, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Transaction. An agreement to act as sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of the completion thereof.

About NVC

NVC is a capital pool company governed by the policies of the TSXV. NVC's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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 filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

This release includes forward-looking statements regarding NVC, Blu-Dot and their respective businesses. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including failure to satisfy conditions of closing contemplated by the Agreement, risks regarding Blu-Dot's industry, market conditions, economic factors, management's ability to manage and to operate the business, and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither NVC or Blu-Dot undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

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