CALGARY, ALBERTA--(Marketwired - Aug. 27, 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"), a "capital pool company", as such term is defined in the policies of the TSX Venture Exchange ("Exchange"), is pleased to announce that it has entered into an engagement letter dated August 1, 2014 (the "Engagement Letter") with a wholly-owned subsidiary of Triox ("Triox Subco"), eQube Technology and Software Inc. ("eQube") and Richardson GMP Limited ("RGMP") with respect to the financing to be completed in connection with the Corporation's "Qualifying Transaction" (as such term is defined in the policies of the Exchange) involving eQube, all as previously disclosed in the news releases of Triox dated April 8, 2014, July 22, 2014 and July 23, 2014, each of which are available under the Corporation's SEDAR profile at www.sedar.com.
Brokered Private Placement
Under the terms of the Engagement Letter, RGMP has been appointed to act as agent in connection with a commercially reasonable efforts offering of a minimum of 2,000,000 class "A" common shares of Triox Subco ("Subco Shares") and a maximum of 10,000,000 Subco Shares at a subscription price of $0.50 per Subco Share, for aggregate gross proceeds of a minimum of $1,000,000 and a maximum of $5,000,000 (the "Brokered Private Placement") to be completed in conjunction with, or prior to the closing of the Qualifying Transaction. RGMP will receive a commission of 8% of the aggregate gross proceeds placed under the Brokered Private Placement payable in cash. RGMP will also be granted warrants by Triox Subco ("Agent's Warrants") to acquire that number of Subco Shares equal to 8% of the total number of Subco Shares sold under the Brokered Private Placement, exercisable at a price of $0.50 per Agent's Warrant for a period of 24 months from the closing date of the Brokered Private Placement. The closing of the Brokered Private Placement will be conditional upon, among other things, RGMP being satisfied that all of the conditions of the Exchange as to the completion of the Qualifying Transaction have been satisfied or waived by the Exchange (other than the closing of the Brokered Private Placement), the completion of satisfactory due diligence by RGMP, the receipt of all necessary corporate and regulatory approvals, and the execution of a definitive agency agreement among RGMP, Triox and eQube.
Non-Brokered Private Placement
As previously disclosed in the news release of Triox dated July 22, 2014, the Corporation has entered into a joint venture agreement with Catalyst Gaming Corporation Ltd. ("Catalyst") and eQube dated July 22, 2014 (the "JVA"). Graham Martin, President of Catalyst, stated, "The combined strength of the parties provides us with an excellent platform to bring opportunities to the group from our existing worldwide gaming network and experience. We look forward in assisting our joint venture partners expand organically along with the introduction of new products and services."
Concurrent to the Brokered Private Placement, Triox Subco will conduct a non-brokered private placement outside of Canada of up to 8,000,000 Subco Shares (the "Non-Brokered Private Placement") for gross proceeds of up to $4,000,000 on the same terms as the Brokered Private Placement, which may include $1.5 million of subscriptions for Subco Shares that Catalyst has agreed to arrange introductions for under the terms of the JVA. Commissions may also be paid to certain registrants or eligible finders exempt from registration in Canada or pursuant to applicable laws, including Catalyst, of cash up to 8% of the aggregate gross proceeds of the Non-Brokered Private Placement to such registrants and/or finders as well as warrants to purchase that number of Subco Shares equal to 8% of the total number of Subco Shares sold under the Non-Brokered Private Placement, on the same terms as the Agent's Warrants.
The closing of the Non-Brokered Private Placement is subject to raising sufficient funds to meeting the initial listing requirements of the Exchange collectively from the Brokered Private Placement and the Non-Brokered Private Placement (collectively, the "Private Placements"). The securities issued by Triox Subco under the Private Placements will be exchanged on a one-for-one basis with securities of Triox in connection with the Qualifying Transaction, as further described below.
The proceeds of the Private Placements will be used to purchase equipment for customer deployment, research and development initiatives, licensing and third party approvals, working capital requirements arising from contracts recently awarded to eQube for its products and for long term growth, market penetration and acquisitions.
Amalgamation and Consolidation
Triox, Triox Subco and eQube entered into an amalgamation agreement dated effective July 2, 2014 (the "Amalgamation Agreement"), as previously disclosed in the news release of the Corporation dated July 23, 2014 and available, along with the Amalgamation Agreement, under the Corporation's SEDAR profile at www.sedar.com. 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 Triox will exist 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 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 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.
Sponsorship of a Qualifying Transaction for a capital pool company is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies. Triox intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, then Triox would be required to engage a sponsor.
The Triox Shares are currently halted from trading and are not expected to resume trading until completion of the Qualifying Transaction.
Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, completion of the Private Placements and raising sufficient funds for meeting the initial listing requirements of the Exchange, 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, director, 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.
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 Private Placements, the Amalgamation, the Consolidation and associated transactions. 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 Private Placements, the Amalgamation, the Consolidation and associated transactions, that the ultimate terms of the Qualifying Transaction, the Private Placements, the Amalgamation, the Consolidation and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Private Placements, the Amalgamation, the Consolidation and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities or the failure to meet the initial listing requirements of the Exchange). The terms and conditions of the Qualifying Transaction may change based on the Corporation's due diligence and the receipt of tax, corporate and securities law advice for Triox, Triox Subco 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.