Mr. Douglas Dyment reports
INDIGO SKY COMPLETES QUALIFYING TRANSACTION WITH GATEKEEPER SYSTEMS INC.
Indigo Sky Capital Corp. completed its qualifying transaction with Gatekeeper Systems Inc. on Feb. 20, 2013, as previously announced in news releases dated
April 15, 2011; April 11, 2012; Jan. 25, 2013, and Feb. 20, 2013.
Reference is made to the amended and restated filing statement of the
company dated Jan. 15, 2013, which was prepared in accordance with the requirements of the TSX
Venture Exchange and filed on SEDAR.
Pursuant to the qualifying transaction, the company acquired all of the
issued and outstanding common shares of Gatekeeper, whereby former Gatekeeper shareholders received one common share of
the company for each Gatekeeper share held. The outstanding common share purchase warrants of Gatekeeper were
also exchanged for common share purchase warrants of the company on a
1 for 1 basis. The qualifying transaction constitutes a reverse takeover,
such that former Gatekeeper shareholders now own (on a non-diluted
basis) approximately 57 per cent of the outstanding common shares of the
company, not including 5,405,405 special warrants of the company, which were issued to a shareholder holding 5,405,405 Class A
preferred shares of Gatekeeper. For more information about the special
warrants, please see the filing statement.
The company and Gatekeeper each closed, concurrently with the
acquisition, separate private placements, which raised, in the
aggregate, gross proceeds of $2,567,780.75.
The company raised $2-million in gross proceeds pursuant to a short-form-offering document filed on SEDAR on Jan. 18, 2013, by offering units of the company at 25 cents per unit. Each unit consisted of one common share of the
company and one-half of a common share purchase warrant of the company. Each warrant entitles the holder thereof to purchase one share at a
price of 50 cents per share during the 12 months following the date of
issuance of the warrant, provided that, in the event the trading price
of the shares closes at or above 75 cents per share for 10 consecutive
trading days on the exchange, the expiry date of the warrants will be
accelerated to the date that is 30 days from the date of the 10th
consecutive trading day that the trading price of the shares closes at
or above 75 cents. Canaccord Genuity Corp. acted as the agent for the
short-form offering and received an 8-per-cent cash commission and warrants
equal to 8 per cent of the units sold under the short-form offering.
The Gatekeeper non-brokered private placement, which commenced on Feb. 2, 2012, raised gross proceeds of
$567,780.75. Subscribers purchased Gatekeeper units at 25 cents per Gatekeeper unit. Each Gatekeeper unit consisted of one
Gatekeeper share and one-half of a Gatekeeper share purchase warrant. Canaccord Genuity and Mackie Research Capital Corp.
received 118,400 Gatekeeper warrants as finders' fee warrants for the
introduction of potential sources of financing in connection with the
sale of the Gatekeeper units. The Gatekeeper shares and Gatekeeper
warrants which comprised the Gatekeeper units were exchanged for shares
and warrants upon the completion of the acquisition.
The board of directors of the postacquisition company will consist of four directors: Gary Cope, John Oness, Douglas Dyment
and Jonathan Jackson. In addition, Mr. Dyment will serve as
president and chief executive officer of the resulting issuer, and
Mr. Jackson will serve as chief financial officer and corporate
secretary of the resulting issuer.
The completion of the qualifying transaction has received final approval
of the exchange. Upon completion of the acquisition, there are, on a
non-diluted basis, 33,268,655 shares of the resulting issuer issued and
outstanding (on a non-diluted basis), not including the special
Trading in the common shares of the company was previously suspended on
March 16, 2011. The shares of the resulting issuer will commence
trading under the symbol IDS upon the opening of the exchange on
Feb. 26, 2013. The company will continue to operate under
the name Indigo Sky Capital Corp. until a name change to Gatekeeper
Systems Inc. is approved by shareholders of the resulting issuer. The
resulting issuer intends to seek shareholder approval of the name
change at its next meeting of shareholders. When the resulting issuer
changes its name to Gatekeeper Systems, it also intends to change
its trading symbol to GSI.
Investors are cautioned that, except as disclosed in the filing
statement prepared in connection with the qualifying transaction, any
information released or received with respect to the qualifying
transaction may not be accurate or complete and should not be relied
About Gatekeeper Systems
Founded in 1997, Gatekeeper Systems has provided total mobile video
security solutions to over 3,500 customers and has installations in
every state and province in North America. Customers include school
districts, public transit, law enforcement and military. Information
about Gatekeeper can be found at the Gatekeeper Systems website.
We seek Safe Harbor.
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