Mr. Randy Clifford reports
WEDONA CAPITAL ANNOUNCES PROPOSED QUALIFYING TRANSACTION TO
ACQUIRE ISIS LAB INC.
Wedona Capital Inc. has entered into a letter of intent dated Dec. 14, 2012, with a
private Ontario company, Isis Lab Inc., pursuant to which Wedona has agreed,
subject to certain conditions, to acquire Isis as its qualifying transaction under the
policies of the TSX Venture Exchange. The transaction is an arm's-length transaction,
and will not be subject to approval of the shareholders of Wedona although the approval of
the shareholders of Wedona may be requested to elect a new board of directors and to change
the name of Wedona. Upon completion thereof, it is expected that the company will be a Tier
2 technology issuer.
Pursuant to the letter of intent, Wedona has agreed to offer to acquire all of the issued and
outstanding securities of Isis in exchange for a total of 24,933,333 common shares in the
capital of Wedona. In addition, Isis may complete a financing of up to
$600,000 by the offering of debentures and warrants. This offering may result in the issuance of
up to 240,000 warrants, and it is intended that each such warrant would have the right to acquire
one Wedona share on closing of the transaction. These warrants will expire two years from the
date of issue and have an exercise price of 25 cents per share during the first year from the date of
issue, and an exercise price of 30 cents per share during the second year from the date of issue. The
debentures issued by Isis as part of this offering would be repaid on closing of the transaction.
As part of the transaction, current holders of escrowed common shares of Wedona shall sell all
two million of such escrowed shares (the seed shares) at a price of 7.5 cents per share to certain
principals of Isis, who will be directors or officers of the company on closing of the qualifying
transaction, subject to the approval of the TSX-V. It is expected that, on completion of the
transaction, the shareholders of Isis shall own 85 per cent of the issued and outstanding shares of the
company, including the shares to be issued on the exercise of the outstanding options and
warrants issued by Wedona (but excluding the shares to be issued pursuant to the financing, as
hereinafter defined and excluding the transferred seed shares).
Assuming satisfactory completion of due diligence by Wedona, it is anticipated that a definitive
agreement will be entered into by no later than Jan. 31, 2013, and completion of the
transaction by no later than March 31, 2013, or such later date mutually agreed to by Wedona
and Isis. The definitive agreement will provide for conditions precedent that
are standard for a transaction of this nature, including receipt, by both Isis and Wedona, as
required, of all regulatory, board and third party approvals, including TSX-V approval. It will also
be a condition precedent of the transaction that Isis shall have completed on or before the
closing date one or more financing transactions, at an effective price per share not less than
20 cents per Wedona share to raise not less than $2-million, subject to approval of the TSX-V.
Following completion of the transaction, the company will carry on the business of Isis, and all
of the directors of Wedona will resign in favour of nominees of Isis, being Daniel Kajouie, Tito
Gandhi, Michael Davidson, Bernie Wilson and Norm Inkster. It is expected that Mr. Kajouie
will also become the president and chief executive officer of Wedona and
Mr. Gandhi will become the chief financial officer after the transaction.
Currently, there are four million Wedona shares issued and outstanding. In addition, Wedona has
200,000 outstanding options, each with an exercise price of 10 cents, and 200,000 agent options,
each with an exercise price of 10 cents. Upon completion of the transaction and the financing, it is
anticipated that the resulting issuer will have 39,333,333 common shares, calculated on a fully
diluted basis, plus up to 240,000 warrants. After the transfer of the seed shares, the current
holders of Wedona shares will own approximately 5 per cent of the issued and outstanding common
shares of the resulting issuer. Shareholders of Isis, together with participants in the financing,
will own approximately 94 per cent of the combined entity. The shares to be issued pursuant to the
proposed transaction will be subject to the escrow requirements of the TSX-V, if applicable.
Upon completion of the transaction and the financing, it is expected that only the following
persons will own 10 per cent or more of the issued and outstanding common shares of the company on
a fully diluted basis: Tito Gandhi, Stan Bharti and Daniel Kajouie.
The shares of Wedona are currently halted from trading, and shall remain so until completion of
the transaction, or until satisfactory documentation to allow a resumption of trading is filed with
and reviewed by the TSX-V.
PI Financial Corp., subject to completion of satisfactory due diligence and the execution of a
formal sponsorship agreement, has agreed to act as sponsor in connection with the transaction.
An agreement to sponsor should not be considered as an assurance with respect to the merits of
the transaction or the likelihood of completion.
About Isis Lab Inc. -- bingo and social media proprietary software
Isis is a privately held corporation incorporated pursuant to the Business Corporations Act
(Ontario). Isis specializes in the development of on-line bingo and social gaming software and
related services. Isis has developed the latest gaming platform, which has embedded bingo and
other related offerings to the female demographic in a social manner. The bingo software of Isis
has been designed to provide the variety of styles that are in demand by the international
community. Players want to play their favourite games using their language and their currency,
and in a style that is familiar to them. Clients of Isis want to provide that flexibility through a
customized site that sets them apart from their competitors. Isis technology makes both of these
objectives possible. Isis utilizes state-of-the-art technology to develop quality games that are
compatible across all platforms. The Isis multiplayer bingo is offered in North American,
European and Swedish styles, with the option to award prizes, progressive jackpots, consolation
prizes and many new industry first functionalities. In addition to its wide variety of bingo gaming
options, the Isis software portfolio includes a completely integrated and fully functional social
media network, which, for the first time, allows end-users a social experience within a fully
regulated gambling environment. Unique to Isis clients is the ability to access a wealth of new
information based on social and behavioural patterns surrounding the all gaming activities of
patrons resulting in prolonged player lifespan and a bigger bottom line for clients of Isis.
Through its wholly owned subsidiary, Tech Channel Corp., a privately held company
incorporated and licensed pursuant to the laws of Panama, Isis provides technical and other
related support services. Tech Channel's support services are available to Isis's licensees.
With an open-24-hour policy, 33 full-time staff and backed by over 12 years of industry
expertise, Tech Channel is able to offer Isis licensees the necessary support to compete in
today's competitive regulated markets.
Cladstone Ltd., the first licensee of Isis, fully regulated and licensed from the Isle of Man, has
now been in operation in the United Kingdom since August, 2011, and has been achieving positive results,
proving Isis software is fulfilling a critical need in the market. Following the success of
Cladstone, Isis will be pursuing a strategy to license its bingo software in other regulated
jurisdictions. In addition, Isis has been developing its mobile platform, which is expected to be
launched early in 2013.
The current shareholders of Isis are Daniel Kajouie, Tito Gandhi, Stan Bharti, Frank Waszkun,
Julian Bharti, Don Mackinnon, Chris Kajouii, Farshad Kajouii, Nejib Abba Biya and Greg
Mcknight (all of Ontario, Canada), Sean Merat and Sohrab Merat of British Columbia, and
2213802 Ontario Inc., a private company incorporated in Ontario and controlled by Tito Gandhi,
Frank Waszkun, Don Mackinnon, Nejib Abba Biya and David Downer of Ontario, Canada.
It is expected that, upon completion of the transaction, the management of Wedona will be
reconstituted with Mr. Kajouie being appointed as president and chief executive office and
Mr. Gandhi being appointed as chief financial officer. Similarly, following the transaction,
the board of directors of Wedona would be reconstituted with the appointment of Mr. Kajouie, Mr. Gandhi, Mr. Davidson, Mr. Wilson and Mr. Inkster.
Daniel Kajouie -- proposed director, president and chief executive officer, and principal shareholder
Mr. Kajouie was founder and president of 1 Gaming Inc. from 2001 to 2007. During this time, he saw
the company evolve from a small team of developers to one of the world's leading providers of
on-line bingo software, specializing in the female demographic. By 2005, 1 Gaming had
successfully delivered to and powered some of the most recognized bingo brands on-line, such as
the MariaBingo website, the Bingo website, Bettsson's Bingo, Bingo Room network and many more. 1
Gaming was the first to develop many bingo features that were required in order to compete in a
rapidly growing industry. Amongst these was the creation and deployment of the first truly
multilanguage and multicurrency bingo network, enabling European countries to interact and
play bingo under one brand for the first time. 1 Gaming's software was purchased by Unibet's
MariaBingo in 2006, and continued to power its multimillion-dollar business until January, 2011. Mr. Kajouie is frequently consulted by industry publications and industry leaders on the current
state and the future of on-line bingo. His work has been published by some of the most widely
read Internet gaming publications (iGaming Business, E-gaming Review), and Mr. Kajouie has spoken on the
same subject at major industry events in the past. Mr. Kajouie's most recent articles, entitled "On-line
Bingo and the Social Graph" and "On-line Bingo: Its Future in Technology," were published in
iGaming Business magazine's January, 2012, issue and IGB Affiliate magazine's November, 2012,
issue, respectively.
Tito Gandhi -- proposed director, chief financial officer and principal shareholder
Mr. Gandhi has been a technology entrepreneur for the past 20 years. During this time, he has bought,
operated, restructured and sold a number of companies. He was founder, president and chief executive officer of the Office Solutions Group, a technology solution provider that was acquired by
Imagistics/Oce in 2004, which was subsequently acquired by Canon Japan. Mr. Gandhi is a director of
several private and public companies.
Bernard R. Wilson -- proposed director
A senior financial professional with a wide array of working relationships with business
executives in Canada, the United States and internationally. Mr. Wilson is an adviser in
corporate finance and investment banking, and has extensive experience in major financial
restructurings as an adviser on international trade and commerce issues. In 2009, Mr. Wilson was
awarded the first-ever ICD (Institute of Corporate Directors) governance award by his peers in the director community. This
honour recognizes individuals who have demonstrated superior effort and commitment to
advancing corporate governance in Canada consistent with the goals of the ICD. Mr. Wilson is
currently vice-chairman of PWC, a corporate director on a number of public and private
Canadian and international businesses, and an investor in emerging companies, particularly in
the resource industry.
Norm Inkster -- proposed director
Mr. Inkster, OC, served as 18th commissioner of the Royal Canadian Mounted Police,
from 1987 to 1994. From 1992 until 1994, he also served as president of Interpol. From 1994 to
2003, he was a partner with KPMG in Toronto, the latter part of which he was global managing
partner of the forensic practice. In 1995, he was made an officer of the Order of Canada. In 2003,
he retired from KPMG and started Inkster Group. In 2006, Inkster Group was acquired by
Navigant Consulting, where Mr. Inkster served as a managing director. He was awarded the Gusi
Peace Prize in 2011.
Michael Davidson -- proposed director
Mr. Davidson is also concurrently the president of Amamus Consulting Inc., which provides
coaching and mentoring to C-level-suite executives to enable business opportunities to translate
into operational activities and profit. From 1997 to 2011, Mr. Davidson was chief information
and privacy officer at Apotex Inc., a pharmaceutical company. Mr. Davidson was formerly a
director of Valencia Ventures Inc. from April, 2000, to December, 2002. Mr.
Davidson obtained a bachelor of science degree from York University.
Stan Bharti -- principal shareholder
Mr. Bharti has over 25 years of experience in operations, public markets and finance. Over the
last 10 years, Mr. Bharti has been involved in acquiring, restructuring and financing. He is a
professional mining engineer, and holds a master's degree in engineering from Moscow, Russia,
and University of London, England. From 2002 to April, 2006, Mr. Bharti was a director and past
president of Desert Sun Mining Corp., which was acquired by Yamana Gold Inc. in 2006. In
addition, Mr. Bharti is a director of several public and private companies.
The unaudited financial statements of Isis for the nine-month fiscal period from Jan. 1, 2012,
contains the information for that period as shown in the attached table.
Revenue $122,024
Expenses $1,355,167
Net (loss) ($1,233,143)
Assets $2,243,784
Liabilities $232,385
Completion of the transaction is subject to a number of conditions, including but not limited to,
TSX-V acceptance and, if applicable, pursuant to TSX-V requirements, majority of the minority
shareholder approval. Where applicable, the transaction cannot close until the required
shareholder approval has been 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.
We seek Safe Harbor.
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