Mr. Norman Eyolfson reports
CT DEVELOPERS LTD. ANNOUNCES PROPOSED QUALIFYING TRANSACTION
CT Developers Ltd. has entered into a letter of intent dated
Sept. 9, 2013, for the acquisition of Bee Vectoring
Technology Inc. (BVT), a private company, by way of share exchange with the shareholders of BVT. Upon
completion of the proposed transaction, the business of BVT will become the business of CT.
CT is a capital pool company and the proposed transaction is intended to constitute CT's qualifying transaction
under Policy 2.4 of the TSX Venture Exchange. The proposed
transaction is an arm's-length transaction and accordingly is not expected to require the approval of CT
About Bee Vectoring Technology
BVT and its scientific team have developed a globally patented bee vectoring technology; using bees to deliver
commonly found organic fungi to flowering plants, acting as an organic pesticide as well as a fertilizer, all
without water. The technology has been tested on and has been proven to effectively and organically control
harmful diseases affecting important crops such as sunflowers, canola, strawberries, raspberries, pears,
tomatoes, blueberries, almonds, peppers, eggplant, pumpkins, various melons, kiwi, apples and coffee, among
The technology has significant highlights and advantages.
California strawberries require 24 sprayings of chemicals per crop. At present,
control of diseases on canola seed crops require 2.5 times more chemical than five years ago with a loss of
40-per-cent efficiency. Canola comprises 25 per cent of Canada's total farm gate revenue, or $18-billion.
Fertilizer (enhance yield) -- 25 per cent to 50 per cent
For example, tests have shown a 45-per-cent yield increase in
Among other types of produce, the shelf-lives of strawberries and raspberries
have been increased from seven to 10 days.
Irrigation -- no requirement for water
India has 18 per cent of world's population and only 4 per cent of the
fresh water; 80 per cent of the water is used in agriculture. This system uses no water.
Increased product revenue
Organic crops attract 30 to 50 per cent more revenue.
Tangible volume increases
In a study of sunflowers with one bee hive per three acres the cost was $43 per
acre; results were increase in yield from 1,600 pounds per acre to 2,400 pounds or an increase in value of $184 per
How bee vectoring works
"Bee vectoring" is a recently developed technology to facilitate control of diseases and pests and to promote
productivity in agricultural crops. The technology uses pollinators, such as honey bees or bumble bees, as
vehicles to deliver beneficial microbes or other beneficial substances to plants. The
beehives which house the bees are delivered to the "farmer" by the company with 300 bees in each hive.
Typically one hive is required per acre, but this varies depending on the crop. Each hive has a dispenser through
which bees walk to exit. Each dispenser contains a mixture of a carrier powder (Vectorite) and the selected
bio control agent (the mix). As the bees walk through the dispenser, they become dusted with the mix. Then
they exit the hive, forage to pollinate the crop, and thereby deposit some of the mix on the crop flowers, thus
delivering the mix to the crop which acts as both a pesticide eliminating disease, and a fertilizer, increasing
yield. As opposed to a chemical spray that is only good for three days in a bloom period of 21 days, the bees are
delivering the organic pesticide/fertilizer every day for 21 days which is part of the secret of increasing both
yield and shelf life.
At present, U.S. EPA (Environmental Protection Agency) and the Canadian PMRA (Pest Management
Regulatory Agency) approvals for pest control purposes are pending. BVT expects shortly to receive fertilizer
certification in the U.S. (which does not require EPA certification); sales and shipping will be allowed prior to
both EPA and PMRA pest control approvals. BVI will then begin distribution and sales in the U.S. as a fertilizer.
Full registrations from the EPA and PMRA are expected in 2014-2015 when full product roll out in expected to
occur with piggy back approvals in most countries excluding the European Union. In 2014 to 2015 the EU certification
process will be undertaken.
BVT will require an estimated $2-million (Canadian) to achieve commercial operations, allocated as follows:
$1.1-million -- acquire government label registration in Canada/U.S., and EU;
$500,000 -- set up facility with machinery for production (machinery includes tray filling machines,
blenders and fermenters);
$400,000 -- working capital.
Terms of the proposed transaction
Pursuant to the terms of the letter of intent, CT will acquire all of the issued and outstanding shares of BVT at
a deemed value of $8-million (Canadian) in exchange for 32 million common shares of CT issued at a deemed value of 25 cents per share. The transaction shares will be issued to the shareholders
of BVT pursuant to exemptions from the registration and prospectus requirements of applicable securities laws.
The transaction shares will be subject to resale restrictions as required under the applicable securities
legislation and the exchange, and will also be subject to a voluntary pooling agreement for 18 months.
Additional escrow restrictions may be required by the exchange.
In connection with the proposed transaction, the company will change its name to one reflective of its new
business undertaking acceptable to the parties and to applicable regulatory authorities. The company will also
concurrently split its issued and outstanding common shares on a 1:3 basis. The company obtained shareholder
approval to both a name change and share split at its last shareholder meeting held on Dec. 7, 2012. It is
expected that upon completion of the proposed transaction, the resulting issuer will be
listed as a Tier 2 issuer on the exchange.
The letter of intent contemplates a 30-day due diligence period; a definitive acquisition agreement reflecting
its primary terms is scheduled to be completed on or before the end of the due diligence period.
Completion of the proposed transaction is subject to a number of conditions, including execution of a
definitive share exchange agreement, completion of satisfactory due diligence, receipt of applicable regulatory
approvals and completion of the concurrent financing as set forth below. There can be no assurance that the
proposed transaction will be completed as proposed or at all.
All parties to the transaction will use their best efforts to complete a concurrent fundraising of subscription receipts to raise a minimum of $2-million and a maximum of $2.5-million by the issuance of
eight million units of CT to 10 million units of CT, at a deemed price of 25 cents per unit. Each
unit will consist of one common share and one warrant, where one warrant will entitle the holder to purchase
one an additional common share of CT for 75 cents for five years from closing of the proposed transaction.
The fundraising will permit the resulting issuer to achieve its near-term development goals and will provide
the resulting issuer with adequate working capital.
In connection with the proposed transaction and concurrent fundraising, the company may pay finders' fees in
cash or securities in accordance with the policies of the exchange. All securities issued pursuant to the
fundraising will be subject a hold period of four months.
Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt
in accordance with exchange policies. CT is currently reviewing the requirements for sponsorship and has not
yet retained a sponsor.
Upon the execution of the letter of intent, the shares of CT were halted and it is expected that they will remain
halted until completion of the qualifying transaction.
Other information and updates
CT and BVT will provide further details in respect of the proposed transaction in accordance with TSX Venture Exchange
Policy 2.4 in due course and, in any event, prior to the resumption of trading.
We seek Safe Harbor.
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