Turquoise Capital Corp.
TSX VENTURE : TQC.P

April 02, 2015 19:29 ET

Turquoise Capital Corp. Enters Into Business Combination Agreement With Vigil Technologies Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 2, 2015) - TURQUOISE CAPITAL CORP. ("Turquoise") (TSX VENTURE:TQC.P), a capital pool company, is pleased to announce that it has entered into a business combination agreement dated April 1, 2015 (the "Definitive Agreement") with Vigil Technologies Inc. ("Vigil") and 1030301 B.C. Ltd., being a wholly owned subsidiary of Turquoise, ("Subco") whereby Turquoise has agreed to acquire all of the issued and outstanding shares of Vigil (the "Transaction"). Turquoise is a capital pool company ("CPC") and intends the Transaction to constitute a Qualifying Transaction under the TSX Venture Exchange (the "Exchange") Policy 2.4 - Capital Pool Companies. Upon successful completion of the Transaction, Turquoise will be a Tier 2 technology issuer.

As a result of the proposed acquisition of all of the issued and outstanding shares of Vigil, Turquoise and Vigil will not be pursuing the proposed exclusive worldwide license as previously announced on September 18, 2014.

About Vigil Technologies Inc.

Vigil was incorporated on June 4, 2010 under the laws of the province of British Columbia. Vigil is a research and development company specializing in the development of wireless sensor networks for security and life safety applications.

The wireless sensor network, which utilizes Vigil's proprietary sensor technology, allows for real-time monitoring of sites, personnel, equipment and environmental conditions over a geographic area while providing real-time situational awareness. The initial target market for the products will be the mining, petrochemical and resource industries.

The following sets forth the selected annual financial information of Vigil for the fiscal years ended December 31, 2013 and 2012.

As at December 31, 2013
(unaudited)
As at December 31, 2012
(unaudited)
Total Assets 401,497 220,943
Total Liabilities 258,094 104,832
Total Expenses 695,579 151,552

Turquoise will provide the annual financial information for Vigil's fiscal year ended December 31, 2014 and audited financial statements for Vigil's fiscal years ended December 31, 2014, 2013 and 2012 in the Filing Statement submitted to the Exchange.

Vigil is controlled by David Loban, who will be the Chief Executive Officer, President and a director of Turquoise following closing of the Transaction, and Marcin Marzencki, who will be the Chief Technology Officer of Turquoise following closing of the Transaction.

Terms and Conditions of Proposed Qualifying Transaction

On April 1, 2015, Turquoise entered into the Definitive Agreement with Vigil and Subco whereby Turquoise has agreed to acquire all of the issued and outstanding shares of Vigil. Under the terms of the Agreement, each shareholder of Vigil will receive one common share of Turquoise in exchange for each common share of Vigil. The Transaction, if completed, will be structured as a three-cornered amalgamation whereby Vigil will amalgamate with Subco (the "Amalgamation").

Prior to closing of the Transaction, Vigil will complete a non-brokered private placement financing of 2,142,857 units at a price of $0.35 per unit for gross proceeds of $750,000 (the "Vigil Financing"). Each unit will consist of one common share of Vigil and one share purchase warrant, with each share purchase warrant entitling the holder to purchase an additional common share of Vigil at a price of $0.60 per share for a period of three years from the date of issue, subject to a right of acceleration (which is on the same terms as the warrants issued under the Exchange Short Form Offering Document as set forth below). Vigil will pay a finders' a fee of up to 10% of the gross proceeds of the offering and issue finders' options up to 10% of the number of units sold under the offering. Proceeds of the non-brokered private placement financing will be used for product development and research & development of Vigil's sensor technology, expenses incurred under the Transaction and general working capital purposes. Following closing of the Vigil Financing, Vigil will have issued and outstanding of 11,642,857 common shares.

Immediately prior to the Amalgamation, Turquoise will consolidate its common shares on the basis of one post-consolidation Turquoise common share for every 3 pre-consolidation Turquoise common shares (the "Consolidation"). Turquoise currently has 5,012,000 common shares issued and outstanding. Following the Consolidation, the issued and outstanding common shares would be approximately 1,670,666.

Following closing of the Transaction, Turquoise plans to change its name to "Vigil Technologies Inc." and the common shares of Turquoise will be listed on the Exchange under a new trading symbol.

The Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" as defined in Exchange Policy 2.4 and consequently Turquoise is not required to obtain shareholder approval for the Transaction except for the Consolidation.

Exchange Short Form Offering Document Financing

In conjunction with closing the Transaction, Turquoise will be completing a proposed brokered offering, by way of Exchange Short Form Offering Document, of a minimum of 4,285,715 units (each a "Unit") and up to a maximum of 5,714,285 Units of Turquoise at a price of $0.35 per Unit for minimum gross proceeds of $1,500,000 and up to a maximum of $2,000,000 (the "Offering").

Each Unit will consist of one post-Consolidation common share of Turquoise and one-half of one share purchase warrant (each a "Warrant"), with each whole Warrant entitling the holder an additional post-Consolidation common share of Turquoise at a price of $0.60 per post-Consolidation common share for a period of 36 months from the closing date of the Offering. Turquoise will have the right to accelerate the expiry date of the Warrants if, at any time, the closing price of Turquoise's common shares is equal to, or greater than $0.70 for 15 consecutive trading days after the date that is four months and a day following the closing of the Offering. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the date Turquoise gives notice to the Warrant holders that it has elected to exercise this acceleration right.

In connection with the Offering, Turquoise has entered into a letter of engagement with Wolverton Securities Ltd. ("Wolverton") whereby Wolverton has agreed to act as lead agent for the Offering. Turquoise has agreed to pay Wolverton a commission equal to 10% of the gross proceeds of any Units sold under the Offering. At the option of Wolverton, the commission may be paid in cash or by the issuance of Units or a combination thereof. Wolverton will also be granted non-transferable option (the "Agent's Option") to purchase up to 10% of the number of Units sold under the Offering at an exercise price of $0.35 per Unit for a period of 5 years from the date of closing of the Offering. Each Unit will consist of one post-Consolidation common share of Turquoise and one-half of one non-transferable share purchase warrant (an "Agent Warrant"). The Agent's Warrants will be on the same terms as the Warrants. In addition, Wolverton will also receive a corporate finance fee of $30,000 plus GST (the "Corporate Finance Fee"), of which $15,000 has been paid. At the option of Wolverton, the balance of the Corporate Finance Fee may be paid in cash or by the issuance of Units or a combination thereof. Also, Turquoise has agreed to pay the expenses reasonably incurred by Wolverton in connection with the Offering.

The proceeds of the Offering will be used to fund the development and marketing of Vigil's wireless sensor network and general working capital purposes.

Conditions to Closing the Transaction

The obligations of Turquoise and Vigil to complete the Transaction are subject to the satisfaction of customary conditions precedent including, but not limited to: (i) Exchange approval; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) the completion of the Offering and the non-brokered private placement financing by Vigil of 2,142,857 Units of Vigil at $0.35 per Unit for gross proceeds of $750,000; (iv) the absence of any material breach of the representations, warranties and covenants made by each party to the other; and (vii) other conditions which are customary for a transaction such as the Transaction.

Directors, Officers and Insiders of Resulting Issuer

Upon completion of the Transaction, it is anticipated that the board of directors of Turquoise will comprise of a minimum of five individuals. As of the date of this news release, the following persons are anticipated to be the directors, officers and insiders of Turquoise following completion of the Transaction:

David Loban, Chief Executive Officer, President, Director and 10% Shareholder

David Loban has served as Chief Executive Officer of Vigil Technologies Inc. since June 2013. Mr. Loban has comprehensive knowledge of security, life safety and business operations systems coupled with experience in mining, marine and transportation operations. Previously, Mr. Loban was Chief Executive Officer of AFR Consortium Associates Ltd., a company engaged in security consulting from November 2001 to June 2013. In his capacity as Chief Executive Officer of AFR Consortium Associates Ltd., Mr. Loban acted as a security consultant for a number of mining and resource companies.

Greg Ball, Chief Financial Officer and Secretary

Greg Ball has been a director of Turquoise since January 18, 2013. Mr. Ball has worked in the accounting field for the past 28 years. Since January 2005, Mr. Ball has been a senior accountant with Da Costa Management Corp. Mr. Ball has a Bachelor of Science in Mathematics from the University of Alberta and received his CGA designation in August of 2005. Mr. Ball currently serves as Chief Financial Officer, Secretary and director of Fairmont Resources Inc., a company listed on the Exchange and engaged in the exploration of mineral properties located in Ontario, and Chief Financial Officer and Secretary of Oxford Resources Inc., a company listed on the Exchange and engaged in the exploration of mineral properties located in British Columbia.

Marcin Marzencki, Chief Technology Officer

Marcin Marzencki has been the Chief Technology Officer of Vigil since August 2012. Mr. Marzencki completed a PhD in Microelectronics at the Universite Grenoble 1 in 2007, and a Master of Science in Electronics and Telecommunication at AGH University of Science and Technology in 2003. Previously, Mr. Marzencki was a research fellow at TIMA Laboratory from October 2003 to June 2007, and a post-doctoral research fellow at Simon Fraser University from October 2007 to May 2012.

David MacQuarrie, Director

David MacQuarrie has been the Chief Financial Officer of Vigil since November of 2014. Previously, Mr. MacQuarrie served as President of Biotronik Life Systems, a company engaged in the manufacture and sales of implantable pacemakers, defibrillators and coronary stents from 1998 to 2005. Mr. MacQuarrie was also Chief Technology Officer of Heart Force Medical Inc., a company engaged the research and development of non invasive devices for the measurement of cardiac performance from 2007 to 2011.

John Da Costa, Director

John Da Costa has served as Turquoise's Chief Financial Officer, Secretary and as a director since November 14, 2012. Mr. Da Costa has more than twenty years of experience providing bookkeeping and accounting services for both private and public companies and is the founder and president of Da Costa Management Corp., a company that has provided management and accounting services to public and private companies since August 2003.

Mr. Da Costa currently serves as an officer and director of a number of public companies, including as CFO, Secretary and Director of Kesselrun Resources Ltd., a company listed on the Exchange engaged in mineral exploration in Ontario, Chief Financial Officer, Corporate Secretary and Director of Triton Emission Solutions Inc., a company quoted on the OTC Bulletin Board engaged in the business of researching and developing products that reduce toxic emission, as Chief Financial Officer, Treasurer and Director of Red Metal Resources Ltd, a company quoted on the OTC Bulletin Board that is engaged in the business of acquiring and exploring mineral claims.

Sponsorship

Turquoise intends to apply for an exemption to the requirement to engage a sponsor pursuant to the Exchange Policy 2.2 - Sponsorship and Sponsorship Requirements, however, there is no assurance that the waiver will be granted.

About Turquoise

Turquoise was incorporated November 14, 2012 under the Business Corporations Act (British Columbia). Turquoise is a CPC as defined by the CPC Policy. On June 28, 2013, Turquoise completed its initial public offering and its common shares were listed for trading on the Exchange on July 3, 2013. As disclosed in its final prospectus dated April 15, 2013, Turquoise's business has been restricted to the identification and evaluation of businesses or assets for the purpose of completing its Qualifying Transaction.

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Turquoise cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Turquoise's control. Such factors include, among other things: risks and uncertainties relating to Turquoise's ability to complete the proposed Transaction; and other risks and uncertainties, including those described in Turquoise's Prospectus dated April 15, 2013 filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially form the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Turquoise undertakes no obligation to publicly update or revise forward-looking information.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 management information circular or 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 the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

A halt in trading shall remain in place until after the Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Turquoise Capital Corp.
    Peter Hinam, CEO
    (604) 648-0516