Woden Venture Capital Corporation
TSX VENTURE : WOD.H
NEX BOARD : WOD.H

Woden Venture Capital Corporation

August 06, 2015 09:00 ET

Woden Venture Capital Corporation: Acquistion of Happy Logic and Announcement of a Concurrent Private Placement

MONTREAL, QUÉBEC--(Marketwired - Aug. 6, 2015) - Woden Venture Capital Corporation (NEX:WOD.H) (the "Corporation" or "Woden") is pleased to announce the signature of a letter of intent dated February 26, 2015 with the shareholders of Happy Logic for the acquisition of all Happy Logic's outstanding shares (the "Happy Logic Shares"). For the Corporation, the transaction shall constitute a Qualifying Transaction within the meaning of the TSX Venture Exchange's (the "Exchange") policies. Happy Logic is in the business of interface design, technological projects follow-up, web/mobile applications development and applications integration with various specialized divisions, including a main division in mobile medical billing.

Concurrently with the completion of its Qualifying Transaction, the Corporation intends to make a Private Placement of a minimum gross proceed of $900,000 and of a maximum of $1,500,000 with several investors, subject to the Exchange's and regulatory authorities approval (the Qualifying Transaction and the Private Placement collectively, the "Transaction").

Qualifying Transaction

The Transaction will constitute an arm's length Qualifying Transaction within the meaning of Policy 2.4 (the "Qualifying Transaction") and will be subject to a number of preconditions, including due diligence, the completion of the Private Placement and the receipt of all requisite regulatory and corporate approvals.

According to the purchase agreement to be executed, the Corporation has agreed to acquire the Happy Logic Shares for consideration in shares of $3,080,000 by the issuance of 30,800,000 class "A" shares of Woden (the "Common Shares") at a deemed price of $0.10 per share ("Purchase Price").

The Corporation intends to have a registered broker participates to the Private Placement and thus request a sponsorship exemption pursuant to Policy 2.2 Sponsorship and Sponsorship Requirements.

Information on the Target

Happy Logic (Indicina Inc. and Agyl (trade name)) is a business incorporated federally in 2010 with more than fifteen employees located in Quebec City working since its creation on interface design, technological projects follow-up, web/mobile applications development and applications integration with clients across Canada. In 2014, according to the Information and Communications Technology Council (ICTC), Canada's web application companies generated revenues of more than $1.7 billion. The projected market for 2019 is $5.2 billion. In 2014, the total number of app users in Canada was estimated at 18 million. Happy Logic finds itself perfectly positioned at the dawn of the future global mobile applications industry trends. Happy Logic is thus expecting significant growth and a large expansion in the coming years in Canada.

Among its achievements, the corporation created a web base Clients Relations Management solution to process real estate data. This product was later marketed. In 2013, a New York based company granted Happy Logic a project called CrowdFlik in order to develop their mobile application. CrowdFlik is an interactive video platform that enables viewers to create custom videos using scenes and angles from crowd-shared video. Having more than doubled its size in the first two years, Happy Logic went on to hire Alexandre Bérubé and Frederic Joyal as senior executives, both also being shareholders of Happy Logic. In its various projects in development, the team is currently working on the AgylMD project, which is the first mobile billing application for medical specialists in Québec. Happy Logic deploys part of its resources on this project that aims to revolutionize the medical industry. In parallel to those projects, Happy Logic launched the Réseau Azra App for electric car owners. Azra is a geo-location app of one of the largest networks of fast-charging stations in Canada.

Since its creation, Happy Logic has continued in 2015 to develop mobile applications, such as GoStan, Les Produits du Québec, HomeAmbiance.com, CoreShack and InBubl.

Happy Logic commits itself to surpass technological challenges by developing a vast amount of mobile application. Its mission is to optimize its clients' and users' potential with innovative and pertinent solutions. Every step of the way Happy Logic commits to offer the most efficient services and solutions. As of the date hereof, Happy Logic's production calendar is already full for the next six months.
Happy Logic aspires to become a leader in the Canadian market for mobile technology solutions. The strategic plan of Happy Logic is to continue developing its business by improving and strengthening its team and its positioning across North America.

The principal shareholders of Happy Logic are: i) Éric-Alexandre Bérubé (President), resident of Lac-Beauport (Québec); ii) Frédéric Joyal (Vice-President) and his management company, resident of Lac-Beauport (Québec), iii) Investissements technologique APE, incorporated under the laws of the Province of Québec (controlled by Pierre Blondeau (Vice-President), resident of Québec (Québec)), and iv) Patrice Boily, resident of Florida, United States of America (through a family trust).

Financial Information

The following tables summarize certain unaudited financial information of Happy Logic for the twelve month financial period ending on October 31, 2014 (no deposit, loan or advance occurred or is envisaged with the Corporation) presented in Canadian dollars and prepared in accordance with the International Financial Reporting Standards (IFRS). The unaudited Net Income for the current financial year is estimated at over $200,000.

Statement of Comprehensive Income (Non-Audited) October 31, 2014
Revenue $790,838
Net Income after tax $138,143
Statement of Financial Position
(Non-Audited)
October 31, 2014
Working Capital $198,685
Total Assets $410,150
Total Liabilities $211,465

Private Placement

The resulting issuer intends to complete a private placement, concurrently with the Transaction, for which the subscriptions will represent a minimum total gross proceeds of $900,000 (the "Minimum Offering ") to a maximum of $1,500,000 (the "Maximum Offering" and collectively with the Minimum Offering, the "Private Placement "). In the scope of the Private Placement, the resulting issuer will issue units at a price of $ 0.10 per unit, namely 9,000,000 units under the Minimum Offering and 15,000,000 units under the Maximum Offering. Each unit consists of one (1) Class "A" common share in the share capital of the Corporation (the "Common Shares") and one-half non-transferable share purchase warrant. Each whole warrant will entitle its holder to purchase, for a period of eighteen (18) months from the issuance of the Warrant, one (1) Common Share at a price of twenty cents ($0.20) per Common Share.

In the scope of the Private Placement, the resulting issuer may be required to pay to finders a commission in cash of a maximum of 8% of the gross proceed of the Private Placement, namely $120,000, and a commission in the form of finder's units options of the Corporation (the "Finder's Options") for a number equal to a maximum of 8% of the units issued under the Private Placement, namely 1.2 million Finder`s Options (the "Finder's Units") (the cash commission and the Finder's Options collectively designated the "Commission"). Each Finder's Option will entitle the Finder to acquire finder's units at a price of $0.10 each for a period of twelve (12) months from the date of closing (the "Finder's Units"). Each Finder's Unit will consist of one (1) Common Share of the Corporation and one-half (1/2) non-transferable share purchase warrant (a "Finder's Warrant"), with each whole Finder's Warrant entitling the finder to purchase one additional Common Share of the Corporation for a period of eighteen (18) months from the date of closing at $0.20 each.

Pro Forma Capitalization

Upon completion of the Transaction (Maximum Offering), a maximum aggregate of 50,500,000 Common Shares of the resulting issuer will be issued and outstanding. 31,600,000 Common Shares of the resulting issuer, representing 62.57% of Common Shares, will be held by promoters and insiders and 18,900,000 Common Shares, representing around 37.43% of Common Shares will be held by public shareholders.

Following the Transaction and taking into account the closing of the Maximum Offering, the Corporation will be in position to reserve with the Exchange a maximum of 4,580,000 additional options to those already reserved for future grant of pursuant to the Stock Option Plan.

Finally, a maximum of 1,200,000 options to acquire Intermediary's Shares may be issued and outstanding following the closing of the Private Placement.

Board of Directors and Senior Management of the Resulting Issuer

The Board of Directors of the resulting issuer shall be composed of five (5) members, two (2) of which shall be appointed by the Corporation and three (3) by Happy Logic.

In addition, the Corporation is proud to announce the appointment of the following insiders, effective upon closing of the Qualifying Transaction.

Alexandre Bérubé: CEO and founder of Happy Logic, he is specialized in organic architecture and possesses more than 8 years of experience in the Information Technology (IT) industry. Mr. Bérubé is essentially specialized in organic architecture and framework fabrication. Mr. Bérubé was organic analyst for Fujitsu Canada from 2010 to 2012 and Synergia Inc. from 2008 to 2010 as well as analyst for Familiprix from 2007 to 2008. He has completed studies in commercial informatics at Université Laval.

Frédéric Joyal: Business manager and Information system Architect known for his experience with diveres projects in the information technology field over the last 19 years. As an expert in SOA architecture ("Service Oriented Architecture"), organic Java architecture "Enterprise Edition", client / server systems architecture and Senior Developer in various technologies such as Java and PowerBulider, Mr. Joyal Mr. Joyal has acted as a consultant mandated by several major companies such as Promutuel from 2012 to 2013, IT consultant for the Ministère des Ressources naturelles et de la faune from 2011 to 2012 and system analyst for SSQ Groupe Financier Inc. from 1999 to 2010. He has completed studies in commercial informatics at CEGEP Limoilou and continued to perfect his learning by mastering over five different technologies and architectures since 1996.

Pierre Blondeau: In charge of business development, his main role within the company is to build a solid network of business partners and clients who are as passionate as him about the company's services and success. Mr. Blondeau comes from a long line of entrepreneurs and family-owned businesses. Among his realizations, a successful worldwide manufacturing company and the general management of a renowned alpine skiing mountain resort in Québec. He then turned his entrepreneurial qualities to the real estate market and is today an active investor and respected promoter involved in numerous projects across the province of Québec. M. Blondeau developed a passion for technologies and the software industry, particularly in the business of mobile applications development. Mr. Blondeau brings with him 25 years of solid business management and operation experience. Mr. Blondeau is President of Blondeau Development since 2005 and has been real estate broker for Sotheby's Canada from 2007 to 2010. He has studied in administration at Université Laval.

Patrice Boily: Mr. Boily was Stategic Advisor, Cash Services, Canada and United States, for multinational company Garda World Security Corporation from June 2011 to June 2014. Previously, he worked for the same company as Chief Operating Officer since 2007 and as Vice-President of Operations since 2003. He is an industrial engineer graduated from École Polytechnique de l'Université de Montréal. He has more than 25 years of experience in operations management, specialised in business processes reengineering. Before joining Garda, Mr. Boily acted as Vice-President of Operations for Touchtunes Digital Music. He previsouly led operations for Dentalmatic and Discreet Logic.

Julien Noël: Happy Logic Director since the fall of 2014. He offers the company a well-rounded business expertise due to his experience of the last 15 years. During this time, he was General Director of a company with over 60 employees. This type of business environment enabled him to acquire significant knowledge in human resources management, accounting and marketing. In 2009 he also founded the company Klutch22, a car smartphone app downloaded and used by more than 25 000 users worldwide. He gained technological knowledge in the mobile industry during this period and expanded his marketing skills over the various social media platforms. Mr. Noël was a Founder and President of Klutch22 Mobile App from 2011 to 2014 and General Manager of Operations at Ozone Hotel Bar from 2004 to 2014. He has completed business administration studies at Nova Southeasthern Universty and Université Laval.

Main Closing Conditions

The main closing conditions that must be met at the closing of the Qualifying Transaction are: (i) the completion of the Minimum Offering; and (ii) the approval of the Transaction by the Exchange.

Additional information will be provided in a next press release.

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.

Neither the TSX Venture Exchange/NEX nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange/NEX) accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • For Woden Venture Capital Corporation:
    Andre Bergeron
    President and Chief Executive Officer
    (450) 681-7744

    For Happy Logic:
    Julien Noel
    Director
    (418) 655-6635