11:59:35 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Triox Ltd
Symbol TTL
Shares Issued 11,300,000
Close 2014-04-03 C$ 0.11
Market Cap C$ 1,243,000
Recent Sedar Documents

Triox enters JV with eQube, Catalyst Gaming

2014-07-22 17:42 ET - News Release

Mr. Robb McNaughton reports

TRIOX LIMITED ANNOUNCES JOINT VENTURE AGREEMENT WITH CATALYST GAMING CORPORATION AND EQUBE TECHNOLOGY AND SOFTWARE INC., PROPOSED BOARD OF DIRECTORS AND PROPOSED MANAGEMENT TEAM

Triox Ltd. has entered into a joint venture agreement dated July 22, 2014, with eQube Technology and Software Inc. and Catalyst Gaming Corp., with respect to a joint venture in connection with the corporation's proposed business combination with eQube by way of a three-cornered amalgamation of eQube, Triox and a wholly owned subsidiary of Triox, as previously disclosed in the news release of Triox dated April 8, 2014, and available under the corporation's SEDAR profile. It is expected that the acquisition will constitute the qualifying transaction of Triox (as such term is defined in the policies of the exchange) and that the combined entity upon completion of the acquisition will continue to carry on the business of eQube.

Details of the JVA

Subject to completion of the acquisition and receipt of the requisite approvals from applicable gaming and regulatory authorities, including approval of the exchange, the resulting issuer and Catalyst will form a partnership to develop growth opportunities introduced to eQube or the resulting issuer by Catalyst from the closing date of the acquisition and for a period of 18 months thereafter. Potential growth opportunities to be introduced to the resulting issuer by Catalyst under the JVA include new gaming partnerships, new database customers and services, expansion to other platforms, growth through potential merger and acquisition targets, and other business opportunities.

Pursuant to the terms of the JVA, Catalyst will exercise its best efforts to arrange introductions for $1.5-million in subscriptions for common shares of a wholly owned subsidiary of Triox at 50 cents per common share as part of a private placement to be completed prior to or concurrently with the acquisition, each common share to be exchanged for a Triox ordinary share (postconsolidation) on a one-for-one basis upon completion of the acquisition. Catalyst will also arrange for a capital injection into eQube through the purchase of $1.5-million in current outstanding eQube preferred shares from existing eQube shareholders within 90 days of closing of the acquisition, such preferred shares to be subsequently purchased by Triox from the issuance of Triox ordinary shares at the deemed price of the acquisition. In recognition of Catalyst's efforts, Catalyst will be issued warrants of the resulting issuer at the closing of the acquisition and expiring on the termination date whereby Catalyst will be issued shares of the resulting issuer on the date it achieves success of the growth benchmark of doubling eQube's gross margin arising through the growth opportunities. The consideration shares issued upon the deemed conversion of the consideration warrants will be equal to 20 per cent of the outstanding ordinary shares of the resulting issuer up to maximum of 54 million ordinary shares of the resulting issuer, and will be subject to prospectus and registration exemptions under applicable securities laws. After benchmark success has been achieved, the resulting issuer shall issue and deliver to Catalyst further consideration shares based on the then-enlarged capital of the resulting issuer immediately upon the completion of each growth opportunity, subject to approval of the independent board of directors of the resulting issuer and the policies of the exchange. At the closing of the acquisition, Catalyst and each of its directors, officers and shareholders will enter into a pooling agreement in respect of the consideration warrants and considerations shares, such pooling agreement to provide for the release of 25 per cent of the consideration shares and consideration warrants (as applicable) every six months after the closing date of the acquisition. Further details of the private placement will be announced in a subsequent news release.

Prospective board of the resulting issuer

Subject to completion of the acquisition and receipt of the requisite approvals from applicable gaming and regulatory authorities, including approval of the exchange, it is proposed that the board of directors of the resulting issuer will be composed of the individuals outlined herein. The following is a brief description of the background and experience of the proposed board:

Graham Martin, London, England, director

Mr. Martin has founded numerous companies in the gaming industry and is a recognized pioneer in technology-driven gaming platforms, including retail, on-line and mobile ventures, as well as use of the television medium. He founded, and acted as chairman and chief executive officer of numerous gaming companies, including Bonne Terre Ltd. (since sold to BSkyB Group PLC and now operating as Skybet, one of United Kingdom's largest companies), Probability Games Corp. Ltd. (listed on the Alternative Investment Market in August, 2006, and now a wholly owned subsidiary of Gtech Spa, the licence holder for the Italian national lottery), Scotbet International Ltd. (holding Scotbet Ltd., Morrisons 24/7 and Morrison's Bookmakers, retail bookmakers with on-line gaming), a venture under the Groupe Partouche umbrella (TV and other Internet gaming opportunities in Europe) and an alliance with TVCatchup Ltd. (operating through Catch My Bet Ltd. and offering gaming through streaming free to TV, as well as by home computer, iPhone, iPad or games console).

Doug Osrow, Las Vegas, Nev., director

Mr. Osrow has been the chief financial officer of Remark Media Inc. since Oct. 30, 2013, and serves as its principal accounting officer. Prior to this, Mr. Osrow served as the chief financial officer of Paragon Gaming Corp. from 2011 to October, 2013, where Mr. Osrow was responsible for refinancing several of that company's properties and negotiating buyouts and partnerships. Previously, he worked as a vice-president in the investment banking division of Citadel Securities, covering real estate, lodging and gaming companies, and as a senior analyst at Hawkeye Capital Management. Mr. Osrow began his investment banking career as an associate at Citigroup Global Markets in the real estate and lodging group and served as the assistant to the president at Ziff Brothers Investments. Mr. Osrow has an extensive background in capital markets, deal execution, valuations and research and has a network of corporate relationships in the real estate, gaming and lodging sector. Mr. Osrow earned an undergraduate degree with honours from Northwestern University and an MBA from the Kellogg School of Management.

Laurie Goldberg, Winnipeg, Man., director

Mr. Goldberg is the executive chairman and chief executive officer of People Corp., where he is responsible for providing leadership and overall direction to the corporation and its subsidiaries. Mr. Goldberg's past experience includes the position of chief operating officer and office of the president of Assante. During his tenure with Assante, he led the organization from approximately 100 employees to become one of the largest non-bank-owned financial institutions in Canada, with about 2,500 employees and advisers, managing approximately $22-billion in client assets. Assante's portfolio also included a leading sports and entertainment services organization in the United States. In 2003, the Canadian operations of Assante were sold for almost $1-billion. Prior to joining Assante, Mr. Goldberg was managing partner with Arthur Andersen (now Deloitte). Mr. Goldberg graduated with a bachelor of commerce (honours) degree from the University of Manitoba and is a chartered accountant.

Lord Simon Reading, Gloucestershire, United Kingdom, director

Lord Reading is the Marquess of Reading and a member of the English House of Lords (1980 to 1999). Lord Reading has a broad financial background, as a member of the London Stock Exchange, and as a member of Lloyds. Lord Reading is active in a number of charities devoted to the welfare of mothers and children, and medical care in emerging markets, and acts as the vice-chairman of Cure International U.K. Ltd., an international children's hospital charity with activities in Ethiopia, Kenya, Malawi, Niger, Uganda, Zambia, United Arab Emirates, Afghanistan and elsewhere. Lord Reading was educated at Eton College and Tours University.

James Varanese, London, England, director

Mr. Varanese has over 17 years experience in mergers and acquisitions. He is a graduate of Harvard College (bachelor of science, 1983), the Kennedy School of Government (master of public policy, 1987) and the Harvard Law School (juris doctor, 1987).

Andrew Janko, Red Deer, Alta., director

Mr. Janko has been an owner of Ultra Sales & Service Ltd., a private RV and auto sales and service company, since 1980. He is a successful venture capitalist and angel investor, who is also the principal owner of shopping malls, oil and gas service companies, and gaming corporations.

Robb McNaughton, Calgary, Alta., director

Mr. McNaughton has been a partner in the securities and capital markets group at the law firm Borden Ladner Gervais LLP since July, 2013.

Prospective management team of the resulting issuer

Subject to completion of the acquisition and receipt of the requisite approvals from the applicable gaming and regulatory authorities, including the exchange, it is proposed that management team of the resulting issuer will be composed of the individuals outlined herein. The following is a brief description of the background and experience of the proposed management:

Kent Tong, Edmonton, Alta., president, chief executive officer and director

Mr. Tong has been with eQube since its inception in 1999 and started as the vice-president of information technology. He assumed the role of chief operation officer in 2000 and became the president and chief executive officer in 2010. Mr. Tong has a bachelor of commerce degree from the University of Calgary.

Danielle Thorkelsson, CA, Edmonton, Alta., chief financial officer

Ms. Thorkelsson has been the chief financial officer of eQube since August, 2012. Ms. Thorkelsson began her career as an accountant with KPMG LLP in 1997, becoming a chartered accountant in 2000. From May, 2006, to May, 2010, Ms. Thorkelsson was the finance manager of Liquor Stores GP Inc., the general partner of Liquor Stores Income Fund, a publicly listed income trust that participated in the retail liquor industry. Ms. Thorkelsson has a bachelor of commerce degree from the University of Alberta.

Trading halt

The ordinary shares of Triox are currently halted from trading and are not expected to resume trading until completion of the qualifying transaction.

About eQube

eQube is a leading SaaS developer of electronic bingo and social casino games and systems in North America. Its proprietary games and mobile products provide new revenue channels to and enhance traditional bingo income for lottery, tribal and other gaming organizations. eQube has gained a majority market share of the Canadian regulated e-bingo market. Upon completion of the acquisition, eQube plans an expansion initially focused on Asia, the United States, Great Britain, Ireland and Australia.

eQube has been offering its proprietary systems to provincial gaming authorities and private industry since its incorporation under the Business Corporations Act (Alberta) in 1999. Its registered and head office is in Edmonton, Alta.

We seek Safe Harbor.

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