Triox Limited
TSX VENTURE : TTL.P

July 23, 2014 11:41 ET

Triox Limited Announces Amalgamation Agreement

CALGARY, ALBERTA--(Marketwired - July 23, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Triox Limited (TSX VENTURE:TTL.P) (the "Corporation" or "Triox") is pleased to announce that it has entered into an amalgamation agreement dated effective July 2, 2014 (the "Amalgamation Agreement") with a wholly-owned subsidiary of Triox ("Triox Subco") and eQube Technology and Software Inc. ("eQube"), in furtherance of Triox's proposed business combination with eQube (the "Transaction") as previously disclosed in the news release of the Corporation dated April 8, 2014 and available, along with the Amalgamation Agreement, under the Corporation's SEDAR profile at www.sedar.com. It is expected that the Transaction will constitute the "Qualifying Transaction" of Triox as such term is defined in the policies of the TSX Venture Exchange (the "Exchange").

Amalgamation Agreement

Pursuant to the Amalgamation Agreement, Triox Subco and eQube will amalgamate under the Business Corporations Act (Alberta) (the "Amalgamation") to form a new company under the corporate name "eQube Technology and Software Inc." ("Amalco"), and Amalco will carry on the business previously carried on by eQube as a subsidiary of Triox as it exists post-Qualifying Transaction (the "Resulting Issuer").

Immediately prior to the completion of the Amalgamation, Triox will consolidate all of its issued and outstanding ordinary shares ("Triox Shares") and all outstanding options and warrants to purchase Triox Shares on the basis of 3 Triox Shares for every 1 post-consolidation Triox Share (the "Consolidation"). After completion of a concurrent financing and the Consolidation, and at the effective time of the Amalgamation Agreement (the "Effective Time"), the holders of class "A" common shares of eQube ("Class A Shares") will be deemed to have exchanged each Class A Share for 3 post-Consolidation Triox Shares. Each Class A Share held by Triox will then be exchanged for common shares of Amalco ("Amalco Common Shares"), after which the Class A Shares will be cancelled. Also at the Effective Time, the holders of class "F" preferred shares of eQube ("Class F Shares") will be deemed to have exchanged each Class F Share for one preferred share of Amalco, after which the Class F Shares will be cancelled. Triox will receive 1 fully paid and non-assessable Amalco Common Share for each Triox Subco share ("Subco Share") held by Triox, after which all such SubCo Shares shall be cancelled and each holder of Subco Shares (except for Subco Shares held by Triox) shall be deemed to have exchanged such Triox Subco Shares for ordinary shares of the Resulting Issuer ("Resulting Issuer Ordinary Shares") pursuant to the Amalgamation and shall receive 1 fully paid and non-assessable Resulting Issuer Ordinary Share for each Subco Share held by that holder immediately before the Amalgamation. Upon and in consideration for the issuance of the Resulting Issuer Ordinary Shares, in exchange for the Subco Shares, Triox shall receive 1 fully paid and non-assessable Amalco Common Share for each Subco Share that is so exchanged, after which those Subco Shares shall be cancelled. The Corporation will satisfy the transaction price for the eQube Class A Shares and SubCo Shares by issuing in the aggregate a maximum of 28,519,402 Resulting Issuer Ordinary Shares to the holders of eQube Class A Shares and SubCo Shares at a deemed price, on a post-Consolidation basis, of $0.50 per Resulting Issuer Ordinary Share.

Upon completion of the Transaction, it is expected that there will be 32,286,069 issued and outstanding Resulting Issuer Ordinary Shares. Following completion of the Transaction, Amalco will be a subsidiary of the Resulting Issuer and will, as a subsidiary of the Resulting Issuer, carry on the business previously carried on by eQube.

Trading Halt

The ordinary shares of Triox are currently halted from trading and are not expected to resume trading until completion of the Qualifying Transaction.

Additional Information

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, completion of the Amalgamation, satisfactory due diligence by each of the Corporation and eQube, closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of shareholders, directors, regulators and third parties that may be necessary or desirable, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approvals are obtained and 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.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Consolidation, and the Amalgamation. The information about eQube contained in the press release has not been independently verified by the Corporation. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Consolidation, the Amalgamation and associated transactions, that the ultimate terms of the Qualifying Transaction, the Consolidation, the Amalgamation and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Consolidation, the Amalgamation and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Qualifying Transaction may change based on the Corporation's due diligence (which is going to be limited as the Corporation intends largely to rely on the due diligence of other parties of the Qualifying Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both Triox and eQube. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, eQube, their securities, or their respective financial or operating results (as applicable).

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

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

The securities of Triox, eQube and Triox Subco have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Contact Information

  • Triox Limited
    Robb McNaughton
    Director
    (403) 232-9689

    eQube Technology and Software Inc.
    Kent Tong
    President and CEO
    (780) 414-8890 ext.227