Triox Limited
TSX VENTURE : TTL.P

April 08, 2014 16:59 ET

Triox Limited Announces Letter of Intent for Proposed Qualifying Transaction With eQube Technology and Software Inc.

CALGARY, ALBERTA--(Marketwired - April 8, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Triox Limited (TSX VENTURE:TTL.P) (the "Corporation" or "Triox") is pleased to announce that it has entered into a letter of intent with eQube Technology and Software Inc. ("eQube") dated April 2, 2014 (the "Letter of Intent") whereby eQube is expected to acquire Triox by way of reverse takeover (the "Acquisition"). Upon completion of the Acquisition, the combined entity (the "Resulting Issuer") will continue to carry on the business of eQube. The Resulting Issuer expects to list on the TSX Venture Exchange (the "Exchange") as a tier 1 Technology Issuer.

eQube is a leading SaaS developer of electronic bingo and social casino games and systems in North America. Its proprietary games and mobile products provide new revenue channels to and enhance traditional bingo income for lottery, tribal and other gaming organizations. eQube has gained an approximately 75% market share of the Canadian bingo market. With the Acquisition of Triox, eQube plans a rapid expansion initially focused on Asia, the United States, Great Britain and Australia.

eQube helped create the eBingo market in Canada. It has been offering its proprietary systems to provincial gaming authorities and private industry since its incorporation under the Business Corporations Act (Alberta) in 1999. Its registered and head office is in Edmonton, Alberta.

Triox is a public company in Hong Kong and a "capital pool company" under the policies of the Exchange, which gives it unique access to Asian markets among capital pool companies. It is intended that the Acquisition will constitute the "Qualifying Transaction" of Triox, as such term is defined in the policies of the Exchange. Triox was incorporated under the laws of Hong Kong and has a head office in Hong Kong's Wan Chai district.

Proposed Financing

The terms of the Letter of Intent include that eQube will complete a brokered private placement (the "Private Placement") in conjunction with, or prior to the closing of the Qualifying Transaction. The details of the Private Placement will be announced in a subsequent news release.

The Qualifying Transaction

It is currently anticipated that the Acquisition will occur as a merger, amalgamation or share exchange, the final structure of the Acquisition being subject to receipt of tax, corporate and securities law advice for both Triox and eQube. The Acquisition will be carried out by parties dealing at arm's length to one another and therefore will not be considered to be a "Non-Arm's Length Qualifying Transaction", as such term is defined under the policies of the Exchange. As a result, a meeting of the shareholders of the Corporation is not required by the Exchange to approve the Qualifying Transaction.

In connection with the Acquisition, it is expected that the Corporation will hold an annual general and special meeting to, among other items of business, change its name and to consolidate its issued and outstanding share capital on a 3-to-1 basis. The post-consolidation shares of Triox are going to be exchanged for shares of eQube such that the existing Triox shareholders will hold 3,766,667 ordinary shares and the existing class A shareholders of eQube are going to hold 18,234,402 ordinary shares of the Resulting Issuer, subject to adjustment for the any exercise of stock options and warrants.

Under the terms of the Letter of Intent, Triox and eQube will negotiate and enter into a definitive agreement incorporating the principal terms of the contemplated Qualifying Transaction set forth herein and, such other terms and provisions of a more detailed nature as the parties may agree. On closing of the Qualifying Transaction, all options currently held by the Triox directors and officers will be required to be exercised or cancelled. The Resulting Issuer intends to issue options to the new directors and officers of the Resulting Issuer, the details of which will be disclosed when finalized.

Sponsorship of Qualifying Transaction

Sponsorship of the Qualifying Transaction is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. The Corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.

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

If and when a definitive agreement between the Corporation and eQube is executed, the Corporation will issue a subsequent press release in accordance with the policies of the Exchange containing its details including information relating to sponsorship, the Private Placement, the Proposed Management Team of the Resulting Issuer and summary financial information.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, completion of the Private Placement, satisfactory due diligence by each of the Corporation and eQube, the completion of a definitive agreement in respect of the Qualifying Transaction, 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.

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 Private Placement, the expansion plans of eQube and the Name Change and the Consolidation. 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 Placement, the Name Change, the Consolidation and associated transactions, that the ultimate terms of the Qualifying Transaction, the Private Placement, the Name Change, the Consolidation and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Engagement Letter, the Private Placement, the Name Change, 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). 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.

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.

The common shares 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