Unique Resources Corp.

June 01, 2015 14:05 ET

Unique Resources Corp. Announces Signing of the Definitive Agreement With Bee Vectoring Technology Inc., Conditional Approval by the TSXV, and Key Appointments to the Board of Directors

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 1, 2015) - Unique Resources Corp. (TSX VENTURE:UQ) (the "Corporation"), a company listed on the TSX Venture Exchange (the "TSXV"), is pleased to announce that, further to its press release issued on March 13, 2015, it has executed a share exchange agreement (the "SEA") with Bee Vectoring Technology Inc. ("BEE") whereby the Corporation will acquire all of the issued and outstanding securities of BEE, with the intention that such acquisition (the "Acquisition") will constitute a "Reverse Take-Over" of UQ as that term is defined in Policy 5.2 of the Corporate Finance Manual of the TSXV. Upon completion of the Acquisition, the Corporation intends to change its name to "Bee Vectoring Technologies International Inc." Pursuant to the SEA, the Corporation will issue 19.2 million post-consolidation common shares of the Corporation to the shareholders of BEE, at a deemed issuance price of $0.25 per share, in exchange for all of the issued and outstanding common shares of BEE. Additionally, all outstanding convertible debentures of BEE will be converted into shares of the Resulting Issuer, based on the same exchange ratio (subject to certain adjustments in accordance with the terms of such securities).

The Corporation is pleased to announce that the TSXV has granted its conditional approval for the Acquisition. As a result, the Corporation's filing statement prepared in accordance with the requirements of the TSXV and relating to the Acquisition will be filed under the Corporations profile on SEDAR at www.sedar.com. Closing of the Acquisition is conditional upon completion of the financing. It is anticipated that all of the transactions and other matters contemplated herein, including the financing, will be completed in June 2015.

The Corporation is also pleased to announce the appointment of Dr. Claude Flueckiger, a global research and development leader from Syngenta AG with extensive experience in product launches, to the board of directors.

About BEE

BEE has developed and owns a patent-pending bee vectoring technology (consisting of a proprietary tray dispenser containing a unique carrier agent) that is designed to utilize bees as natural delivery mechanisms for a variety of powdered mixtures comprised of organic compounds that inhibit or eliminate common crop diseases, while at the same time fertilizing the same crops without the use of water. This unique and proprietary process facilitates a targeted delivery of crop controls to flowering crops and ornamentals using the simple process of bee pollination to replace traditional crop spraying, resulting in reduced cost, better yield, organic product and less impact on the environment without the use of water or disruptions to labour. Mike Collinson, CEO of BEE, stated that "BEE has the ability to deliver, every day throughout the bloom period, in microscopic amounts to each and every targeted flower, a wide variety of the most currently used inoculums, biologicals and stimulants in order to enhance crop yields and control pathogens. This unique application process is globally relevant, requires no water or significant financial capitalization, resulting in reduced costs of both labor and materials, thereby allowing small farmers or large growers to benefit from a natural process having positive results and less environmental impact than the spraying of chemicals."

BEE is considered a development stage company and does not currently have revenue from operations. BEE had total assets of $409,303 and total liabilities of $983,062 for the three-month period ended December 31, 2014. All of the foregoing figures are unaudited and remain subject to further adjustments.

Management of the Resulting Issuer

In addition to the proposed directors and officers of the Resulting Issuer announced in the Corporation's press release of March 13, 2015, the following individuals are also proposed directors and/or officers of the Corporation:

Claude Flueckiger - Director

Mr. Flueckiger has extensive experience in the agriculture industry and particularly in crop protection, as both global commercial and technical leader. He has acted as the Global Research and Development Leader, Controls, Lawn and Garden, for Syngenta AG ("Syngenta") for the past 11 years. Mr. Flueckiger has successfully developed and implemented innovative Go-to-Market strategies for products and solutions that became large Syngenta businesses. Before his current role at Syngenta, he held various posts within Syngenta and was also Director of Crop Management, Fruits & Vegetables at Novartis in the USA, and Global Head of Product Management, Insecticides, Vegetables at Ciba. Mr. Flueckiger obtained a Ph.D. in Entomology from the Swiss Federal Institute of Technology (ETH) 1982, and a Diploma in Agronomy in 1977.

Michael Walkinshaw - Director

Mr. Walkinshaw has over 13 years of experience in venture capital markets with expertise in product and program management, strategy and planning, and marketing. Since 2012, Mr. Walkinshaw has been managing director and co-founder at Fronterra Ventures, a venture capital firm focused on oil and gas technology investing in Vancouver and Calgary. He is also CFO and board advisor for Diacarbon Energy, which is a wood pellet production company as well as one of the world's first commercial scale torrefaction operations. From 2002 to 2012, Mr. Walkinshaw was Managing Director of Chrysalix Energy Venture Capital, a venture capital fund focused on clean energy. Mr. Walkinshaw received his Bachelors of Commerce, Finance from the University of British Columbia in 1990, and became a Chartered Professional Accountant in 1993.

Michael Collinson, President of BEE said: "We are very pleased to welcome Claude and Mike to the board, where their significant industry and business experience will serve as great assets as we scale BEE."

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a TSXV listed company should be considered highly speculative.

Cautionary Statements

This press release includes forward-looking statements regarding the Corporation, BEE, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Acquisition, the terms on which the Acquisition is intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations 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 Acquisition, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the equity markets generally and risks associated with growth and competition. Although the Corporation and BEE have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. 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 the Corporation and BEE undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither the TSX Venture Exchange 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 transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release and do not responsibility for the adequacy or accuracy of this release.

Contact Information

  • Unique Resources Corp.
    Gary Freeman
    (604) 638-8063

    Bee Vectoring Technology Inc.
    Michael Collinson
    (416) 318-3484