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Turquoise Capital gains conditional TSX-V OK for QT

2015-08-31 15:12 ET - News Release

Mr. John Da Costa reports

TURQUOISE CAPITAL CORP. ANNOUNCES TSXV CONDITIONAL ACCEPTANCE, SEDAR FILING OF FILING STATEMENT AND SHORT FORM OFFERING DOCUMENT

Turquoise Capital Corp. has received conditional acceptance from the TSX Venture Exchange, relating to its previously announced proposed qualifying transaction with Vigil Technologies Inc.

A filing statement prepared in accordance with the requirements of the exchange in connection with the transaction has been filed with the exchange and the applicable Canadian securities regulators, and is available on SEDAR.

Short-form offering document financing

Turquoise proposes to enter into an agency agreement with Wolverton Securities Ltd. in connection with a previously announced financing to be completed by way of short-form offering document in accordance with exchange policies. The offering will consist of 5,714,285 units of Turquoise at a price of 35 cents per unit for gross proceeds of $1,999,999.75.

Each unit will continue to consist of one postconsolidation common share (each common share of Turquoise will be consolidated on the basis of one postconsolidation Turquoise common share for every three preconsolidation Turquoise common shares prior to closing of the transaction and offering) of Turquoise and one-half of one share purchase warrant, with each whole warrant entitling the holder to an additional postconsolidation common share of Turquoise at a price of 60 cents per postconsolidation common share for a period of 36 months from the closing date of the offering. Turquoise will have the right to accelerate the expiry date of the warrants if, at any time, the closing price of Turquoise's common shares is equal to or greater than 70 cents for 15 consecutive trading days after the date that is four months and a day following the closing of the offering. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the date Turquoise gives notice to the warrantholders that it has elected to exercise this acceleration right.

In consideration for its services under the offering, Wolverton will receive a commission equal to 10 per cent of the gross proceeds of any units sold under the offering. At the option of Wolverton, the commission may be paid in cash or by the issuance of units, or a combination thereof. Wolverton will also be granted a non-transferable option to purchase up to 10 per cent of the number of units sold under the offering at an exercise price of 35 cents per unit for a period of five years from the date of closing of the offering. Each unit will consist of one postconsolidation common share of Turquoise and one-half of one non-transferable share purchase warrant. The agent's warrants will be on the same terms as the above warrants. In addition, Wolverton will also receive a corporate finance fee of $40,000 plus goods and services tax, of which $15,000 has been paid. At the option of Wolverton, the balance of the corporate finance fee may be paid in cash or by the issuance of units, or a combination thereof. Also, Turquoise has agreed to pay the expenses reasonably incurred by Wolverton in connection with the offering.

The offering is to be completed in conjunction with closing of the transaction. The proceeds of the offering will be used to finance the development and marketing of Vigil's wireless sensor network, and for general working capital purposes.

The filing of the short-form offering document with the exchange will occur immediately after the issuance of this press release.

About Vigil Technologies Inc.

Vigil was incorporated on June 4, 2010, under the laws of the Province of British Columbia. Vigil is a research and development company, specializing in the development of wireless sensor networks for security and life safety applications.

We seek Safe Harbor.

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