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Cana Venture Capital Corp
Symbol C : VCC.P
Shares Issued 3,091,000
Close 2013-07-22 C$ 0.10
Recent Sedar Documents

ORIGINAL: Cana Venture signs QT deal with Redfall, 1669800, Axiom

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

Received by email:

File: Press Release - Definitive (S0492756).pdf

                                          PRESS RELEASE

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

September 10, 2013 � Calgary, Alberta: Cana Venture Capital Corp. ("Cana Venture") (TSX-V: VCC.P) is
pleased to announce that it has entered into a business combination agreement dated September 10,
2013 (the "Agreement") with Redfall Technologies Inc. ("Redfall"), the Axiom Foreign Exchange
International partnership ("Axiom") and 1669800 Alberta Ltd. ("1669800") (Cana Venture's wholly-
owned subsidiary), to complete a Qualifying Transaction, as that term is defined by the TSX Venture
Exchange (the "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 (the "Three-Cornered
Amalgamation") and continue as one corporation ("Amalco"). In connection with the Three-Cornered
Amalgamation, (i) Redfall shareholders will receive 1.52 Cana Venture shares ("Cana Venture Shares"),
at a deemed price of $0.25 per Cana Venture Share, in exchange for each Redfall class A share ("Redfall
Share") held, after which the Redfall Shares will be cancelled, (ii) 1669800 shares (" 1669800 Shares")
will be exchanged for Amalco shares ("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 (the "Vertical
Amalgamation") with Amalco immediately following the completion of the Three-Cornered
Amalgamation and continue as one corporation (the "Resulting Issuer"). 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 $4,750,000 (the " Acquisition" and, together with
the Three-Cornered Amalgamation and the Vertical Amalgamation the "Proposed Transaction"), which
purchase price shall be satisfied as follows: (a) the issuance of 10,300,000 Resulting Issuer Shares at a
deemed price of $0.25 per Resulting Issuer Share; and (b) the payment of $2,175,000 which will be
funded by proceeds of the Private Placement (as defined herein).

Pursuant to the Agreement, Redfall will use its commercially reasonable efforts to complete, prior to
October 1, 2013, a brokered private placement of subscription receipts ("Redfall Receipts"), at a price
per Redfall Receipt of $0.38, for gross proceeds of not less than $6,000,000 and not more than



S0492748 - V1
 $7,000,000 (the "Private Placement"), 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 ("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.

About Redfall

Redfall is a private company that was incorporated on January 23, 2008, under the laws of Alberta.
Redfall is a payment processing business that has spent recent years developing and launching a new
payment gateway technology called Vogogo (vogogo.com) that serves as the central point for
transaction processing between business, customers and banks. Vogogo maintains the highest security
standards combined with the latest and most flexible card processing structure while also running
entirely on a cloud-based hosting platform. This unique combination gives Redfall the security, flexibility
and scalability to meet the demands of a market place driven by technology. Vogogo has been well
tested in close coordination with its early adopters (Beta Users), having successfully processed hundreds
of millions of dollars worth of electronic transactions to date. In Q4 of 2013, Redfall is moving forward
with its plan to commercially market the Vogogo platform to U.S. and Canadian businesses.

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:

(i)             Robert (Geoff) Gordon of Calgary, Alberta (who beneficially owns, controls or directs
                approximately 27.2% of the issued and outstanding Redfall Shares);

(ii)            Stan Carney of Calgary, Alberta (who beneficially owns, controls or directs approximately 27.2%
                of the issued and outstanding Redfall Shares); and

(iii)           SAY Marketing and Consulting Ltd., a corporation incorporated under the laws of Alberta (which
                beneficially owns, controls or directs approximately 27.2% 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,


S0492748 - V1
 the last day of the most recently completed interim period for Redfall, and December 31, 2012, the last
day of the most recently completed financial year for Redfall:

 Balance Sheet                             As at the six months ended June As at the year ended December
                                           30, 2013 (unaudited)            31, 2012 (unaudited)
                                           Cdn$                            Cdn$
 Total Assets                              $283,609.68                       $380,486
 Total Liabilities                         $641,732.74                       $380,486

 Income Statement                          As at the six months ended June   As at the year ended December
                                           30, 2013 (unaudited)              31, 2012 (unaudited)
                                           Cdn$                              Cdn$
 Revenue                                   $25,103.94                        $31,748
 Operating Expenses                        $845,282.86                       $1,858,016
 Net Loss                                  $(820,178.92)                     $(1,850,368)

About Axiom

Axiom is a general partnership that was formed on April 11, 2005 under the laws of Alberta. Axiom
provides financial services that help businesses facilitate their foreign exchange payables, receivables
and hedging requirements. Axiom's low overhead and purchasing power allows for cost saving to be
passed directly to their clients. The customer-centric service model creates a value add while
establishing long term business relationships. Competitive pricing, expedient settlement, transparent
reporting and personalized service provide a competitive edge.

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:

(i)             1162134 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially
                owns, controls or directs 35% of the issued and outstanding partnership interests of Axiom;

(ii)            1162174 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially
                owns, controls or directs 35% of the issued and outstanding partnership interests of Axiom;

(iii)           1162127 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially
                owns, controls or directs 10% of the issued and outstanding partnership interests of Axiom;




S0492748 - V1
 (iv)            1162168 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially
                owns, controls or directs 10% of the issued and outstanding partnership interests of Axiom; and
(v)             1162816 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially
                owns, controls or directs 10% of the issued and outstanding partnership interests of Axiom.

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

Balance Sheet                             As at the stub eight month
                                          period ended December 31,
                                          2012 (unaudited)
                                          Cdn$
Total Assets                              $4,138,391
Total Liabilities                         $3,759,213

Income Statement                          As at the stub eight month
                                          period ended December 31,
                                          2012 (unaudited)
                                          Cdn$
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.

About Cana Venture

The Cana Venture Shares are listed for trading on the Exchange under the trading symbol "VCC.P" and
Cana Venture is classified as a "capital pool company" pursuant to Policy 2.4 of the Exchange. As a
capital pool company, the current business of Cana Venture is to identify and evaluate potential
acquisitions of commercially viable businesses and assets that have the potential to generate profits and
add shareholder value. Except as specifically contemplated in the policies of the Exchange, until the
completion of a Qualifying Transaction, Cana Venture will not carry on business, other than the
identification and evaluation of companies, businesses or assets with a view to completing a Qualifying
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:




S0492748 - V1
 Balance Sheet                     As at the year ended April 30,
                                  2013 (audited)
                                  Cdn$
Total Assets                      $245,033
Total Liabilities & Shareholders' $245,033
Equity



 Income Statement                   As at the year ended April 30,
                                    2013 (audited)
                                    Cdn $
 Revenue                            $4,382
 Operating Expenses                 $93,499
 Net Loss                           $(89,117)

Cana Venture was incorporated under the Business Corporations Act (Alberta) on February 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 Geoff Gordon (Chief
Executive Officer), David Kelcher (Chief Operating Officer), Luciano 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 (i.e. an owner of more than 10% of the outstanding shares) of the
Resulting Issuer upon closing of the Proposed Transaction:

Robert (Geoff) Gordon � Chief Executive Officer; Director; Calgary, Alberta: A co-founder of Redfall
Technologies Inc, Mr. Gordon is a born entrepreneur with a proven track record of success in business.
Mr. Gordon has gained a wealth of experience from owning and managing businesses since the mid
1990's. 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, 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 coordination, business development efforts,
financing efforts along with shareholder coordination and the continued development of commercial
payments and banking structure.

David Kelcher � Chief Operating Officer; Director; Calgary, Alberta: 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 8 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, & 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, Alberta: Mr.
Oliverio has 14+ years experience in trading currencies, with the last 8 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 B2B 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/HR policies and
procedures. In particular, Mr. Oliverio was instrumental in the development and successful
implementation, as well as ongoing maintenance and operations, of Axioms regulatory compliance
policies and procedures.

Ryan Danard � Director; Calgary, Alberta: Mr. Danard is the President, Chief Executive Officer 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 oilsands, offshore oil and gas, 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 Chief Financial Officer 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 October
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 November
30, 2013, in accordance with Policy 2.4 of the Exchange.

For further information, please contact Ryan Danard, President, Chief Executive Officer and Chief
Financial Officer of Cana Venture, by telephone at (403) 607-1802.

Reader Advisory

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited
to, Exchange acceptance. The Proposed Transaction cannot close until the Redfall shareholder approval


S0492748 - V1
 is obtained. 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 Proposed 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 TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has
neither approved nor disapproved of the contents of this press release.

Neither the TSX Venture 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 press
release.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements and forward-looking information within the
meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and
similar expressions are intended to identify forward-looking information or statements. More particularly
and without limitation, this news release contains forward looking statements and information
concerning the terms of the Proposed Transaction, the completion of the Proposed Transaction, the filing
of the filing statement and the Resulting Issuer's business. The forward-looking statements and
information are based on certain key expectations and assumptions made by Cana Venture, including
expectations and assumptions concerning the results of its due diligence review of the business of each
of Redfall and Axiom, the ability to obtain Exchange approval and the Redfall shareholder approval, that
Redfall will be able to complete the Private Placement, and that the Resulting Issuer can commercialize
its products and there is a demand for its products once commercialization has been accomplished.
Although Cana Venture believes that the expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance should not be placed on the
forward looking statements and information because Cana Venture can give no assurance that they will
prove to be correct. By its nature, such forward-looking information is subject to various risks and
uncertainties, which could cause the actual results and expectations to differ materially from the
anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited
to, the results of the due diligence review of the business of Redfall and/or Axiom being less than
satisfactory, Redfall being unable to complete the Private Placement, Cana Venture being unable to
obtain the required Exchange approval, Redfall being unable to obtain shareholder approval, that the
proposed directors and officers of the resulting issuer are unable to serve as directors and officers of the
Resulting Issuer and the Resulting Issuer cannot commercialize its products or demand for its products
decreases of disappears. Readers are cautioned not to place undue reliance on this forward-looking
information, which is given as of the date hereof, and to not use such forward-looking information for


S0492748 - V1
 anything other than its intended purpose. Cana Venture undertakes no obligation to update publicly or
revise any forward-looking information, whether as a result of new information, future events or
otherwise, except as required by law.

For further information contact:

Cana Venture Capital Corp.
Ryan Danard
President
(403) 607-1802




S0492748 - V1
 

File: Press Release - Definitive (S0492748).docx

PRESS RELEASE
CANA VENTURE CAPITAL CORP. ANNOUNCES                                                                                    
--->                       PROPOSED QUALIFYING TRANSACTION INVOLVING REDFALL AND AXIOM

September 10, 2013 - Calgary, Alberta: Cana Venture Capital Corp. ("Cana Venture") (TSX-V: VCC.P) is pleased to announce
---> that it has entered into a business combination agreement dated September 10, 2013 (the "Agreement") with Redfall Techn
--->ologies Inc. ("Redfall"), the Axiom Foreign Exchange International partnership ("Axiom") and 1669800 Alberta Ltd. ("1669
--->800") (Cana Venture's wholly-owned subsidiary), to complete a Qualifying Transaction, as that term is defined by the TSX
---> Venture Exchange (the "Exchange"). The completion of the Qualifying Transaction is subject to a number of significant c
--->onditions, including but not limited to, Exchange acceptance.

Terms of the Qualifying Transaction

Pursuant to the Agreement, 1669800 and Redfall have agreed to amalgamate (the "Three-Cornered Amalgamation") and continu
--->e as one corporation ("Amalco"). In connection with the Three-Cornered Amalgamation, (i) Redfall shareholders will recei
--->ve 1.52 Cana Venture shares ("Cana Venture Shares"), at a deemed price of $0.25 per Cana Venture Share, in exchange for 
--->each Redfall class A share ("Redfall Share") held, after which the Redfall Shares will be cancelled, (ii) 1669800 shares
---> ("1669800 Shares") will be exchanged for Amalco shares ("Amalco Shares") on the basis of one Amalco Share for each 1669
--->800 Share held, after which the 1669800 Shares will be cancelled, and (iii) Cana Venture will receive one Amalco Share f
--->or each Cana Venture Share issued to Redfall shareholders in connection with the Three-Cornered Amalgamation. Additional
--->ly, Cana Venture has agreed to amalgamate (the "Vertical Amalgamation") with Amalco immediately following the completion
---> of the Three-Cornered Amalgamation and continue as one corporation (the "Resulting Issuer"). Pursuant to the Vertical A
--->malgamation, the Amalco Shares will be cancelled without any repayment of capital in respect of those shares and the sta
--->ted 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 corporati
--->ons of Axiom), the Resulting Issuer will indirectly acquire the entire partnership interest in Axiom for an aggregate pu
--->rchase price of $4,750,000 (the "Acquisition" and, together with the Three-Cornered Amalgamation and the Vertical Amalga
--->mation the "Proposed Transaction"), which purchase price shall be satisfied as follows: (a) the issuance of 10,300,000 R
--->esulting Issuer Shares at a deemed price of $0.25 per Resulting Issuer Share; and (b) the payment of $2,175,000 which wi
--->ll be funded by proceeds of the Private Placement (as defined herein). 

Pursuant to the Agreement, Redfall will use its commercially reasonable efforts to complete, prior to October 1, 2013, a
---> brokered private placement of subscription receipts ("Redfall Receipts"), at a price per Redfall Receipt of $0.38, for 
--->gross proceeds of not less than $6,000,000 and not more than $7,000,000 (the "Private Placement"), or such other terms s
--->atisfactory 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 o
--->r, if agreed to by the parties, for Redfall units ("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 agree
--->d to by the parties. An agent has not yet been engaged by Redfall in connection with the Private Placement.  Further det
--->ails 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, i
--->ncluding assisting with the raising of money pursuant to the Private Placement. The proceeds of the Private Placement wi
--->ll be used to fund the Resulting Issuer's capital program, and for working capital and general corporate purposes. The P
--->rivate Placement is a condition precedent to Cana Venture's obligation to close the Proposed Transaction.

About Redfall

Redfall is a private company that was incorporated on January 23, 2008, under the laws of Alberta. Redfall is a payment 
--->processing business that has spent recent years developing and launching a new payment gateway technology called Vogogo 
--->(vogogo.com) that serves as the central point for transaction processing between business, customers and banks. Vogogo m
--->aintains the highest security standards combined with the latest and most flexible card processing structure while also 
--->running entirely on a cloud-based hosting platform. This unique combination gives Redfall the security, flexibility and 
--->scalability to meet the demands of a market place driven by technology. Vogogo has been well tested in close coordinatio
--->n with its early adopters (Beta Users), having successfully processed hundreds of millions of dollars worth of electroni
--->c transactions to date.  In Q4 of 2013, Redfall is moving forward with its plan to commercially market the Vogogo platfo
--->rm to U.S. and Canadian businesses. 

As at the date hereof, 15,929,407 Redfall Shares were issued and outstanding. A majority of the currently outstanding Re
--->dfall Shares are beneficially owned by, or subject to the direction or control of:
 
(i) 	Robert (Geoff) Gordon of Calgary, Alberta (who beneficially owns, controls or directs approximately 27.2% of the is
--->sued and outstanding Redfall Shares); 

(ii) 	Stan Carney of Calgary, Alberta (who beneficially owns, controls or directs approximately 27.2% of the issued and 
--->outstanding Redfall Shares); and 

(iii) 	SAY Marketing and Consulting Ltd., a corporation incorporated under the laws of Alberta (which beneficially owns,
---> controls or directs approximately  27.2% 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, the last day 
--->of the most recently completed interim period for Redfall, and December 31, 2012, the last day of the most recently comp
--->leted financial year for Redfall:

Balance Sheet
 As at the six months ended June 30, 2013 (unaudited)
Cdn$
 As at the year ended December 31, 2012 (unaudited)
Cdn$
 
 Total Assets
 $283,609.68
 $380,486
 
 Total Liabilities
 $641,732.74
 $380,486
 
 
 
 
 
 Income Statement
 As at the six months ended June 30, 2013 (unaudited)
Cdn$
 As at the year ended December 31, 2012 (unaudited)
Cdn$
 
 Revenue
 $25,103.94
 $31,748
 
 Operating Expenses
 $845,282.86
 $1,858,016
 
 Net Loss
 $(820,178.92)
 $(1,850,368)
 
 
About Axiom

Axiom is a general partnership that was formed on April 11, 2005 under the laws of Alberta. Axiom provides financial ser
--->vices that help businesses facilitate their foreign exchange payables, receivables and hedging requirements. Axiom's low
---> overhead and purchasing power allows for cost saving to be passed directly to their clients. The customer-centric servi
--->ce model creates a value add while establishing long term business relationships. Competitive pricing, expedient settlem
--->ent, transparent reporting and personalized service provide a competitive edge. 

Having worked closely with Redfall in the past, and with foreign exchange services and payment services being closely al
--->igned, Redfall and Axiom see the integration of the respective companies resulting in several operational efficiencies c
--->ombined 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:

(i) 	1162134 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or dir
--->ects 35% of the issued and outstanding partnership interests of Axiom; 

(ii) 	1162174 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or di
--->rects 35% of the issued and outstanding partnership interests of Axiom; 

(iii) 	1162127 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or d
--->irects 10% of the issued and outstanding partnership interests of Axiom; 

(iv) 	1162168 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or di
--->rects 10% of the issued and outstanding partnership interests of Axiom; and 
(v) 	1162816 Alberta Ltd., a corporation incorporated under the laws of Alberta which beneficially owns, controls or dir
--->ects 10% of the issued and outstanding partnership interests of Axiom.

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

Balance Sheet
 As at the stub eight month period ended December 31, 2012 (unaudited)
Cdn$
 
 Total Assets
 $4,138,391
 
 Total Liabilities
 $3,759,213
 
 
 
 
 Income Statement
 As at the stub eight month period ended December 31, 2012 (unaudited)
Cdn$
 
 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 t
--->o be filed on SEDAR by Cana Venture in connection with the Proposed Transaction.

About Cana Venture

The Cana Venture Shares are listed for trading on the Exchange under the trading symbol "VCC.P" and Cana Venture is clas
--->sified as a "capital pool company" pursuant to Policy 2.4 of the Exchange. As a capital pool company, the current busine
--->ss of Cana Venture is to identify and evaluate potential acquisitions of commercially viable businesses and assets that 
--->have the potential to generate profits and add shareholder value. Except as specifically contemplated in the policies of
---> the Exchange, until the completion of a Qualifying Transaction, Cana Venture will not carry on business, other than the
---> identification and evaluation of companies, businesses or assets with a view to completing a Qualifying Transaction. 

As at the date hereof, 3,091,000 Cana Venture Shares were issued and outstanding.  The table below sets forth certain se
--->lected financial information for Cana Venture as at April 30, 2013, the last day of the most recently completed financia
--->l year for Cana Venture:



Balance Sheet
 As at the year ended April 30, 2013 (audited)
Cdn$
 
 Total Assets
 $245,033
 
 Total Liabilities & Shareholders' Equity
 $245,033
 
 

Income Statement
 As at the year ended April 30, 2013 (audited)
Cdn $
 
 Revenue
 $4,382
 
 Operating Expenses
 $93,499
 
 Net Loss
 $(89,117)
 
 
Cana Venture was incorporated under the Business Corporations Act (Alberta) on February 25, 2011.

Cana Venture is a "reporting issuer", as defined in applicable Canadian securities legislation, in the provinces of Albe
--->rta, 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 Da
--->nard. Further, the officers of the Resulting Issuer will include Geoff Gordon (Chief Executive Officer), David Kelcher (
--->Chief Operating Officer), Luciano Oliverio (Chief Compliance Officer and Corporate Secretary).  Set forth below is infor
--->mation on each individual that is currently anticipated to be a director, officer or insider (i.e. an owner of more than
---> 10% of the outstanding shares) of the Resulting Issuer upon closing of the Proposed Transaction:

Robert (Geoff) Gordon - Chief Executive Officer; Director; Calgary, Alberta: A co-founder of Redfall Technologies Inc, M
--->r. Gordon is a born entrepreneur with a proven track record of success in business. Mr. Gordon has gained a wealth of ex
--->perience from owning and managing businesses since the mid 1990's. An engineer by trade, Mr. Gordon co-founded and succe
--->ssfully 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 d
--->ebit cards to commercial payment gateways to e-wallet services in several different countries including Canada, the U.S.
--->, Japan, Australia, Philippines and Hong Kong (China). Those experiences have provided Mr. Gordon with a deep understand
--->ing of business management as well as expertise in regional and international payment and banking services. Mr. Gordon i
--->s currently responsible for the general business management of Redfall, including internal team coordination, business d
--->evelopment efforts, financing efforts along with shareholder coordination and the continued development of commercial pa
--->yments and banking structure. 

David Kelcher - Chief Operating Officer; Director; Calgary, Alberta: 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 ta
--->lent for success in the capital markets, in 2005, Mr. Kelcher co-founded Axiom and, together with his partner, Luciano O
--->liverio, led Axiom from inception through 8 years of consistent growth. Mr. Kelcher is or has been intimately involved w
--->ith 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 successf
--->ully fostering relations with key commercial banking partners and company stakeholders. Mr. Kelcher spearheaded an initi
--->ative to source and implement technology that enabled Axiom to become paperless. The integration of technology allowed f
--->or the consolidation of trading, settlement, compliance, book-keeping, & 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, Alberta: Mr. Oliverio has 14+ ye
--->ars experience in trading currencies, with the last 8 having been spent as the Managing Partner and Chief Compliance Off
--->icer of Axiom. In that time, Mr. Oliverio has maintained his status as a top performing currency trader while also growi
--->ng 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 maintainin
--->g banking relationships, quality control and best practices for daily operations, building new B2B relationships, prospe
--->cting and marketing of financial services, risk management, managing market position and risk, general management and me
--->ntorship of employees, including oversight of trading, mentorship, recruitment and retention of staff, development and i
--->mplementation of operational/HR policies and procedures. In particular, Mr. Oliverio was instrumental in the development
---> and successful implementation, as well as ongoing maintenance and operations, of Axioms regulatory compliance policies 
--->and procedures.

Ryan Danard - Director; Calgary, Alberta: Mr. Danard is the President, Chief Executive Officer and Chief Financial Offic
--->er 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 Busin
--->ess Development Manager for Offshore Technical Services, a privately held company engaged in commissioning and starts-up
---> for large sized capital projects in the oilsands, offshore oil and gas, mining and utilities sectors. Mr. Danard also w
--->orked for several years in the electricity sector, as an Account Manager for ENMAX Energy and a Business Development Man
--->ager for Constellation NewEnergy, a publically traded Fortune 500 company.

Additional information regarding the Proposed Transaction, including the name and background information of the Chief Fi
--->nancial Officer 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 require
--->d 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 t
--->o: (a) the receipt of Exchange approval of the Proposed Transaction; and (b) the completion of the Private Placement. Re
--->dfall intends to hold a special meeting of its shareholders in September or October 2013 to obtain the approval of its s
--->hareholders. 

The Exchange also requires the Proposed Transaction to be sponsored by a participating organization of the Exchange. Bas
--->ed on the fact that Redfall intends to complete the Private Placement prior to October 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 require
--->d 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 respec
--->t of the Proposed Transaction prior to the close of the Proposed Transaction. The Filing Statement will include full dis
--->closure regarding the Proposed Transaction, Cana Venture, Redfall, Axiom and Amalco. Cana Venture expects to complete th
--->e Proposed Transaction on or about November 30, 2013, in accordance with Policy 2.4 of the Exchange.

For further information, please contact Ryan Danard, President, Chief Executive Officer and Chief Financial Officer of C
--->ana Venture, by telephone at (403) 607-1802.

Reader Advisory

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acce
--->ptance. The Proposed Transaction cannot close until the Redfall shareholder approval is obtained. There can be no assura
--->nce 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 Proposed
---> Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or compl
--->ete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly specu
--->lative.

The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor d
--->isapproved of the contents of this press release.

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TS
--->X Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements and forward-looking information within the meaning of applicable 
--->securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "ma
--->y", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-
--->looking information or statements. More particularly and without limitation, this news release contains forward looking 
--->statements and information concerning the terms of the Proposed Transaction, the completion of the Proposed Transaction,
---> the filing of the filing statement and the Resulting Issuer's business. The forward-looking statements and information 
--->are based on certain key expectations and assumptions made by Cana Venture, including expectations and assumptions conce
--->rning the results of its due diligence review of the business of each of Redfall and Axiom, the ability to obtain Exchan
--->ge approval and the Redfall shareholder approval, that Redfall will be able to complete the Private Placement, and that 
--->the Resulting Issuer can commercialize its products and there is a demand for its products once commercialization has be
--->en accomplished. Although Cana Venture believes that the expectations and assumptions on which such forward-looking stat
--->ements and information are based are reasonable, undue reliance should not be placed on the forward looking statements a
--->nd information because Cana Venture can give no assurance that they will prove to be correct. By its nature, such forwar
--->d-looking information is subject to various risks and uncertainties, which could cause the actual results and expectatio
--->ns to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, 
--->but are not limited to, the results of the due diligence review of the business of Redfall and/or Axiom being less than 
--->satisfactory, Redfall being unable to complete the Private Placement, Cana Venture being unable to obtain the required E
--->xchange approval, Redfall being unable to obtain shareholder approval, that the proposed directors and officers of the r
--->esulting issuer are unable to serve as directors and officers of the Resulting Issuer and the Resulting Issuer cannot co
--->mmercialize its products or demand for its products decreases of disappears. Readers are cautioned not to place undue re
--->liance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking in
--->formation for anything other than its intended purpose. Cana Venture undertakes no obligation to update publicly or revi
--->se any forward-looking information, whether as a result of new information, future events or otherwise, except as requir
--->ed by law.

For further information contact:

Cana Venture Capital Corp.
Ryan Danard
President
(403) 607-1802



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