Vogogo Inc.
TSX VENTURE : STV

Vogogo Inc.

September 11, 2014 13:10 ET

Vogogo Inc. Announces Completion of Amalgamation, Confirmation of Listing on the TSX Venture Exchange and Grant of Options; Trading to Commence on or About September 15, 2014

CALGARY, ALBERTA--(Marketwired - Sept. 11, 2014) -

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

Vogogo Inc. (formerly Southtech Capital Corporation) (the "Corporation" or "Vogogo") (TSX VENTURE:STV) is pleased to announce that, further to its press releases of May 7, 2014 and August 5, 2014, it has received final TSX Venture Exchange ("TSXV") acceptance of its Qualifying Transaction and the Corporation's common shares will be reinstated for trading on the TSXV on or about September 15, 2014 under the trading symbol "VGO".

On September 11, 2014, Redfall Technologies Inc. ("Redfall") and Southtech Capital Corporation ("Southtech") completed a business combination transaction by way of an amalgamation (the "Amalgamation") of Redfall with Southtech to form the Corporation. At shareholder meetings for Redfall and Southtech held on September 10, 2014, the Amalgamation and related matters were unanimously approved by the shareholders of each of Redfall and Southtech present in person or represented by proxy. The Amalgamation constituted the Qualifying Transaction for Southtech under Policy 2.4 of the TSXV Corporate Finance Manual.

In connection with the Amalgamation, former Redfall and Southtech shareholders approved the election of a new board of directors of the Corporation consisting of Dale Johnson, Geoff Gordon, Rodney Thompson and Tony Lacavera. Cory Cleveland was elected to the new board of directors but determined to resign effective September 10, 2014. Biographies of each of the new directors and officers of the Corporation, together with information on the Qualifying Transaction and the Corporation, can be found in the joint information circular of Redfall and Southtech dated July 31, 2014 and is available on the Corporation's SEDAR profile at www.sedar.com.

Pursuant to the Amalgamation, each 5 outstanding common shares of Southtech were exchanged for one new common share in the capital of the Corporation.

As a condition to closing the Amalgamation, Redfall completed a brokered and non-brokered private placement financing of 11,333,332 subscription receipts at $0.75 per subscription receipt and raised gross proceeds of approximately $8.5 million. Upon completion of the Amalgamation, these subscription receipts converted into 11,333,332 common shares of the Corporation.

Vogogo Inc. CEO Geoff Gordon said of the announcement, "This represents another significant milestone achieved for Vogogo. We're incredibly excited to be entering the public markets and look forward to continuing on with our plan to be a pivotal player in the global payments space."

The Corporation also announces that on September 11, 2014 the board of directors approved the grant of stock options to acquire an aggregate of 1,705,000 common shares of the Corporation, subject to the execution of definitive option agreements, to directors, officers, consultants and employees of the Corporation.

Each grant of options has a five-year term expiring on September 11, 2019. Other than 500,000 options which vest immediately, the options vest over a period of 36 months (one-third vest 12 months from the grant date, one-third vest 24 months from the grant date, and one-third vest 36 months from the grant date). Each option is exercisable to purchase one common share of the Corporation at an exercise price of $0.75 per share. After giving effect to this grant, there will be 3,675,000 outstanding stock options to purchase common shares of the Corporation, representing approximately 9.3% of the Corporation's 39,598,012 issued and outstanding common shares.

About Vogogo

Vogogo is a payment services company with expertise in software development. Founded in 2008, Vogogo designed, built and launched a web-based payment processing technology while growing its expertise in software development, payments, risk management, and related financial services. Vogogo developed the technology to support multiple electronic payment types for both the U.S. and Canadian markets. The platform started out with successful integration into several large web based (e-commerce) businesses. To date, Vogogo has successfully processed more than $1B in U.S. and Canadian payments and the software is praised by its users for its simplicity, efficiency and ease of use.

Maintaining the original principles of offering payment and financial solutions that are easy, effective and efficient, Vogogo intends to execute on its plan to sell to global markets. The plan focuses on niche market opportunities where Vogogo believes it has a competitive advantage due to its technology.

With a full portfolio of payment and financial services secured by risk management technology, Vogogo is poised to be a competitive full-service payments and financial services provider in global markets.

For further information about Vogogo please refer to the joint information circular of Redfall and Southtech dated July 31, 2014 which is available on the Corporation's SEDAR profile at www.sedar.com.

READER ADVISORY

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

Statements in this joint press release contain forward-looking information including, without limitation, timing for commencement of the common shares of Vogogo on the TSXV. The words "will," "anticipate," "believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by the Corporation. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. The Corporation does not have any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

None of the information contained on, or connected to, Vogogo's website is incorporated by reference herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Contact Information

  • Geoff Gordon
    Chief Executive Officer
    403-648-9292

    Rodney Thompson
    Chief Relationship Officer
    403-648-9292