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Cana Venture Capital Corp
Symbol C : VCC.P
Shares Issued 3,091,000
Close 2013-07-22 C$ 0.10
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Cana Venture signs QT deal with Redfall, 1669800, Axiom

2013-09-10 16:22 ET - News Release

Mr. Ryan Danard reports

CANA VENTURE CAPITAL CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION INVOLVING REDFALL AND AXIOM

Cana Venture Capital Corp. has entered into a business combination agreement dated Sept. 10, 2013, with Redfall Technologies Inc., the Axiom Foreign Exchange International partnership and 1669800 Alberta Ltd. (Cana Venture's wholly owned subsidiary), to complete a qualifying transaction, as that term is defined by the TSX Venture Exchange. The completion of the qualifying transaction is subject to a number of significant conditions, including, but not limited to, exchange acceptance.

Terms of the qualifying transaction

Pursuant to the agreement, 1669800 and Redfall have agreed to amalgamate and continue as one corporation. In connection with the three-cornered amalgamation, (i) Redfall shareholders will receive 1.52 Cana Venture shares, at a deemed price of 25 cents per Cana Venture share, in exchange for each Redfall Class A share held, after which the Redfall shares will be cancelled, (ii) 1669800 shares will be exchanged for Amalco shares on the basis of one Amalco share for each 1669800 share held, after which the 1669800 shares will be cancelled, and (iii) Cana Venture will receive one Amalco share for each Cana Venture share issued to Redfall shareholders in connection with the three-cornered amalgamation. Additionally, Cana Venture has agreed to amalgamate with Amalco immediately following the completion of the three-cornered amalgamation and continue as one corporation. Pursuant to the vertical amalgamation, the Amalco shares will be cancelled without any repayment of capital in respect of those shares and the stated capital of the resulting issuer will be the same as the stated capital of Cana Venture.

In accordance with the agreement (and agreements to be entered into among Cana Venture and each of the partner corporations of Axiom), the resulting issuer will indirectly acquire the entire partnership interest in Axiom for an aggregate purchase price of $4.75-million, which purchase price shall be satisfied as follows: (a) the issuance of 10.3 million resulting issuer shares at a deemed price of 25 cents per resulting issuer share; and (b) the payment of $2,175,000 which will be funded by proceeds of the private placement.

Pursuant to the agreement, Redfall will use its commercially reasonable efforts to complete, prior to Oct. 1, 2013, a brokered private placement of subscription receipts, at a price per Redfall receipt of 38 cents, for gross proceeds of not less than $6-million and not more than S0492748 -- V1 $7-million, or such other terms satisfactory to each of Cana Venture and Axiom, acting reasonably. It is expected that the Redfall receipts issued under the private placement will, immediately before completion of the proposed transaction, be exchanged for Redfall shares or, if agreed to by the parties, for Redfall units, each Redfall unit consisting of a Redfall share and such number of Redfall warrants exercisable into Redfall shares on commercially reasonable and customary terms as agreed to by the parties. An agent has not yet been engaged by Redfall in connection with the private placement. Further details regarding the private placement will be announced by Cana Venture via press release once determined.

Cana Venture will use its commercially reasonable efforts to assist Redfall with any portion of the private placement, including assisting with the raising of money pursuant to the private placement. The proceeds of the private placement will be used to fund the resulting issuer's capital program, and for working capital and general corporate purposes. The private placement is a condition precedent to Cana Venture's obligation to close the proposed transaction.

As at the date hereof, 15,929,407 Redfall shares were issued and outstanding. A majority of the currently outstanding Redfall shares are beneficially owned by, or subject to the direction or control of:

  • Robert (Geoff) Gordon of Calgary, Alta. (who beneficially owns, controls or directs approximately 27.2 per cent of the issued and outstanding Redfall shares);
  • Stan Carney of Calgary, Alta. (who beneficially owns, controls or directs approximately 27.2 per cent of the issued and outstanding Redfall shares);
  • Say Marketing and Consulting Ltd., a corporation incorporated under the laws of Alberta (which beneficially owns, controls or directs approximately 27.2 per cent of the issued and outstanding Redfall shares).

The table below sets forth certain selected financial information for Redfall as at each of June 30, 2013.

                REDFALL TECHNOLOGIES FINANCIAL HIGHLIGHTS
                        (In Canadian dollars)
 
                                   Six months ended        Year ended 
                                      June 30, 2013     Dec. 31, 2012
                                         (unaudited)       (unaudited)
Total assets                        $    283,609.68     $     380,486
Total liabilities                        641,732.74           380,486
Income statement                         
Revenue                             $     25,103.94     $      31,748
Operating expenses                       845,282.86         1,858,016    
Net (loss)                              (820,178.92)       (1,850,368)

Having worked closely with Redfall in the past, and with foreign exchange services and payment services being closely aligned, Redfall and Axiom see the integration of the respective companies resulting in several operational efficiencies combined with significant new opportunities for revenue generation and new market entries.

The partnership interests of Axiom are beneficially owned by, or subject to the direction or control of:

  • 1162134 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or directs 35 per cent of the issued and outstanding partnership interests of Axiom;
  • 1162174 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or directs 35 per cent of the issued and outstanding partnership interests of Axiom;
  • 1162127 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or directs 10 per cent of the issued and outstanding partnership interests of Axiom.

S0492748 -- V1

  • 1162168 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or directs 10 per cent of the issued and outstanding partnership interests of Axiom;
  • 1162816 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or directs 10 per cent of the issued and outstanding partnership interests of Axiom.

The table below sets forth certain selected financial information for Axiom as at Dec. 31, 2012, the last day of the most recently completed eight-month period, being a stub year-end period, for Axiom.

   AXIOM FOREIGN EXCHANGE FINANCIAL HIGHLIGHTS
            (In Canadian dollars)
 
                             Eight month ended
                                 Dec. 31, 2012
                                    (unaudited)   
Balance sheet                  
Total assets                   $     4,138,391     
Total liabilities                    3,759,213
Income statement
Revenue                        $     1,725,008
Operating expenses                   1,063,337
Net income                             661,671

Audited financial information for the Redfall business and the Axiom business will be included in the filing statement to be filed on SEDAR by Cana Venture in connection with the proposed transaction.

As at the date hereof, 3,091,000 Cana Venture shares were issued and outstanding. The table below sets forth certain selected financial information for Cana Venture as at April 30, 2013, the last day of the most recently completed financial year for Cana Venture.

         CANA VENTURE FINANCIAL HIGHLIGHTS
               (In Canadian dollars)

                                    Year ended
                                April 30, 2013
                                    (unaudited)   
Balance sheet                  
Total assets                   $       245,033
Total liabilities and                  245,033
shareholders' equity                   
Income statement
Revenue                        $         4,382
Operating expenses                      93,499
Net (loss)                             (89,117)

Cana Venture was incorporated under the Business Corporations Act (Alberta) on Feb. 25, 2011.

Cana Venture is a reporting issuer, as defined in applicable Canadian securities legislation, in the provinces of Alberta, British Columbia and Ontario.

Post-transaction directors, officers and insiders of the resulting issuer

The resulting issuer will carry on the business of Redfall and Axiom, and will be involved in the exchange's technology industry sector.

The board of directors of the resulting issuer will consist of David Kelcher, Geoff Gordon, Luciano Oliverio and Ryan Danard. Further, the officers of the resulting issuer will include Mr. Gordon (chief executive officer), Mr. Kelcher (chief operating officer), Mr. Oliverio (chief compliance officer and corporate secretary). Set forth below is information on each individual that is currently anticipated to be a director, officer or insider (that is an owner of more than 10 per cent of the outstanding shares) of the resulting issuer upon closing of the proposed transaction.

Robert (Geoff) Gordon, chief executive officer, director, Calgary, Alta.

A co-founder of Redfall Technologies, Mr. Gordon is a born entrepreneur with a proven record of success in business. Mr. Gordon has gained a wealth of experience from owning and managing businesses since the mid-1990s. An engineer by trade, Mr. Gordon co-founded and successfully managed an engineering firm before getting involved in the financial services industry in 2001. Since then, Mr. Gordon has helped build and operate several payment processing, and financial related services ranging from white label debit cards to commercial payment gateways to e-wallet services in several different countries including Canada, the U.S., Japan, Australia, the Philippines and Hong Kong (China). Those experiences have provided Mr. Gordon with a deep understanding of business management as well as expertise in regional and international payment, and banking services. Mr. Gordon is currently responsible for the general S0492748 -- V1 business management of Redfall, including internal team co-ordination, business development efforts, financing efforts, along with shareholder co-ordination, and the continued development of commercial payments and banking structure.

David Kelcher, chief operating officer, director, Calgary, Alta.

Working in foreign exchange and capital markets for over a decade, in his trading years, Mr. Kelcher consistently ranked as a top trader in the industry. With a natural talent for success in the capital markets, in 2005, Mr. Kelcher co-founded Axiom and, together with his partner, Luciano Oliverio, led Axiom from inception through eight years of consistent growth. Mr. Kelcher is or has been intimately involved with every aspect of the foreign exchange business and has gained experience in all key areas. He currently oversees the operations of Axiom and, in particular, manages the risk and hedging strategies. Mr. Kelcher is instrumental in successfully fostering relations with key commercial banking partners and company stakeholders. Mr. Kelcher spearheaded an initiative to source and implement technology that enabled Axiom to become paperless. The integration of technology allowed for the consolidation of trading, settlement, compliance, book keeping and reporting. It also gives Axiom the flexibility to operate remotely if necessary. Mr. Kelcher holds a bachelor of commerce degree from the University of Alberta and the International Business Student Exchange, Groupe ESC Graduate School of Business, France (1999).

Luciano Oliverio, chief compliance officer and corporate secretary, director, Calgary, Alta.

Mr. Oliverio has over 14 years of experience in trading currencies, with the last eight having been spent as the managing partner and chief compliance officer of Axiom. In that time, Mr. Oliverio has maintained his status as a top performing currency trader while also growing into an effective manager and operator. Mr. Oliverio's time with Axiom has given him experience in all aspects of the foreign exchange services business including successful collaboration with business partners, developing and maintaining banking relationships, quality control, and best practices for daily operations, building new business-to-business relationships, prospecting and marketing of financial services, risk management, managing market position and risk, general management and mentorship of employees, including oversight of trading, mentorship, recruitment and retention of staff, development and implementation of operational/human resources policies and procedures. In particular, Mr. Oliverio was instrumental in the development and successful implementation, as well as continuing maintenance and operations, of Axioms regulatory compliance policies and procedures.

Ryan Danard, director, Calgary, Alta.

Mr. Danard is the president, CEO and chief financial officer of Cana Venture. Mr. Danard is also founder and owner of Strive Resources, a national technical services recruitment and contracting company servicing the oil and gas, mining, and utilities sectors. Prior to 2011, Mr. Danard was the business development manager for Offshore Technical Services, a privately held company engaged in commissioning and starts-up for large sized capital projects in the oil sands, offshore oil and gas, and mining and utilities sectors. Mr. Danard also worked for several years in the electricity sector as an account manager for Enmax Energy and a business development manager for Constellation NewEnergy, a publically traded Fortune 500 company.

Additional information regarding the proposed transaction, including the name and background S0492748 -- V1 information of the CFO and any additional directors of the resulting issuer, will be announced by Cana Venture in due course.

Cana Venture shares will remain halted pending receipt of applicable documentation by the exchange.

Arm's-length qualifying transaction

The proposed transaction was negotiated by the parties who are dealing at arm's length with each other and therefore, in accordance with the policies of the exchange, is not a non-arm's-length qualifying transaction, as that term is defined by the exchange. As a result, approval of the proposed transaction by holders of the Cana Venture shares is not required under the policies of the exchange as a condition to the completion of the proposed transaction.

Conditions precedent and sponsorship

The completion of the proposed transaction is subject to a number of significant conditions including, but not limited to: (a) the receipt of exchange approval of the proposed transaction, and (b) the completion of the private placement. Redfall intends to hold a special meeting of its shareholders in September, or October, 2013, to obtain the approval of its shareholders.

The exchange also requires the proposed transaction to be sponsored by a participating organization of the exchange. Based on the fact that Redfall intends to complete the private placement prior to Oct. 1, 2013, Cana Venture will apply to the exchange for an exemption from the sponsorship requirement in connection with the proposed transaction. However, there is no assurance that the exemption will be granted. If such exemption is not granted, Cana Venture will be required to engage a sponsor for the proposed transaction.

Further information

Pursuant to Policy 2.4 of the exchange, it is expected that Cana Venture will file on SEDAR a filing statement in respect of the proposed transaction prior to the close of the proposed transaction. The filing statement will include full disclosure regarding the proposed transaction, Cana Venture, Redfall, Axiom and Amalco. Cana Venture expects to complete the proposed transaction on or about Nov. 30, 2013, in accordance with Policy 2.4 of the exchange.

For further information, please contact Ryan Danard, president, CEO and CFO of Cana Venture, by telephone at 403-607-1802.

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