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CT Developers Ltd
Symbol DEV
Shares Issued 5,077,500
Close 2013-09-09 C$ 0.20
Market Cap C$ 1,015,500
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ORIGINAL: CT Developers to acquire Bee Vectoring for QT

2013-09-10 13:07 ET - News Release

Received by email:

File: CT Announces Proposed QT Sept10-13 final.pdf

                                         CT DEVELOPERS LTD.
                                             115 Vine Avenue
                                         Toronto, Ontario M6P 1V9


                                             NEWS RELEASE

                     CT Developers Ltd. Announces Proposed Qualifying Transaction

September 10, 2013 � Vancouver, British Columbia (TSX-V: DEV.P)          CT Developers Ltd. ("CT" or the
"Company"), a capital pool company, is pleased to announce that it has entered into a letter of intent dated
September 9, 2013 (the "Letter of Intent") for the acquisition (the "Proposed Transaction") 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
("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Proposed
Transaction is an arm's length transaction and accordingly is not expected to require the approval of CT
shareholders.

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
others.

The technology has significant highlights and advantages:

       Pesticide Replacement � 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 5 years ago with a loss of
       40% efficiency. Canola comprises 25% of Canada's total farm gate revenue, or $18 billion.

       Fertilizer (Enhance Yield) - 25% - 50% - For example, tests have shown a 45% yield increase in
       sunflowers.

       Extended Shelf-Life � Among other types of produce, the shelf - lives of strawberries and raspberries
       have been increased from 7-10 days.

       Irrigation - No Requirement for Water - India has 18% of world's population and only 4% of the
       fresh water; 80% of the water is used in agriculture. This system uses no water.

       Increased Product Revenue - Organic crops attract 30-50% more revenue.

       Tangible Volume Increases - In a study of sunflowers with 1 bee hive per 3 acres cost was $43 per
       acre; results were increase in yield from 1600lbs per acre to 2400lbs or increase in value of $184 per
       acre.
 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 (the "Bio control Agents") 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.

Present Status

At present, US 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 US (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 US as a fertilizer.
Full registrations from the EPA and PMRA are expected in 2014-2015 when full product rollout in expected to
occur with `piggy back' approvals in most countries excluding the EU. In 2014-2015 the EU certification
process will be undertaken.

BVT will require an estimated CDN$2 million to achieve commercial operations, allocated as follows:

-      $1,100,000 - acquire government label registration in Canada/USA, and EU
-      $500,000 - set up facility with machinery for production (machinery includes tray filling machines,
       blenders, fermenters etc.)
-      $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 CDN$8,000,000 in exchange for 32,000,000 common shares of CT (the "Transaction
Shares") issued at a deemed value of $0.25 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 December 7, 2012. It is
expected that upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will be
listed as a Tier 2 Issuer on the Exchange.

The Letter of Intent contemplates a thirty 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.

Concurrent Financing

All parties to the Transaction will use their best efforts to complete a concurrent fundraising (the "Fundraising")
of subscription receipts to raise a minimum of $2,000,000 and a maximum of $2,500,000 by the issuance of
8,000,000 units ("Units") of CT to 10,000,000 units ("Units") of CT, at a deemed price of $0.25 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 $0.75 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 finder's 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

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.

Trading Halt

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 Exchange
Policy 2.4 in due course and, in any event, prior to the resumption of trading.

For further information please contact:
Norman Eyolfson
President & Chief Executive Officer
Phone: (416) 604-7620
Statements in this press release regarding CT's business which are not historical facts are "forward-looking statement
--->s" that involve risks and
uncertainties, such as terms and completion of the Proposed Transaction. Since forward-looking statements address futu
--->re events and conditions, by
their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially 
--->from those currently anticipated in
such statements.

COMPLETION OF THE PROPOSED TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO,
EXCHANGE ACCEPTANCE. THERE CAN BE NO ASSURANCE THAT THE PROPOSED TRANSACTION WILL BE COMPLETED AS
PROPOSED OR AT ALL.

INVESTORS ARE CAUTIONED THAT, EXCEPT AS DISCLOSED IN THE FILING STATEMENT TO BE PREPARED IN CONNECTION WITH
THE TRANSACTION, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE PROPOSED 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 EXCHANGE 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 EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
 


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