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Wedona shares to resume trading July 15

2013-07-11 12:02 ET - News Release

Mr. Randy Clifford reports

WEDONA CAPITAL TO RESUME TRADING, PROVIDES UPDATE ON QUALIFYING TRANSACTION AND ANNOUNCES FILING OF PRELIMINARY PROSPECTUS

Wedona Capital Inc.'s shares will resume trading on the TSX Venture Exchange on July 15, 2013. Wedona is a capital pool company listed on the TSX Ventures Exchange. Its shares were halted in connection with entering into a letter of intent dated Dec. 14, 2012 (as amended March 13, 2013), with a private Ontario company, Isis Lab Inc., pursuant to which Wedona has agreed, subject to certain conditions, to acquire Isis as its qualifying transaction under the policies of the TSX-V. The transaction is an arm's-length transaction and will not be subject to approval of the shareholders of Wedona although the approval of the shareholders of Wedona may be requested to elect a new board of directors and to change the name of Wedona, if required. Upon completion of the transaction, it is expected that the company will be a Tier 2 technology issuer.

Pursuant to an amalgamation agreement dated June 28, 2013, between Wedona, Isis and a newly incorporated subsidiary of Wedona, Wedona and Isis have agreed to complete the transaction by way of a three-cornered amalgamation, which will effectively result in Wedona acquiring all of the issued and outstanding securities of Isis in exchange for an aggregate of 24,933,333 common shares in the capital of Wedona. These shares will have a deemed price of 30 cents per share. The amalgamation agreement replaces the letter of intent.

In conjunction with and as a condition of completion of the transaction, Wedona is planning on carrying out a prospectus offering to raise gross proceeds of a minimum of $3-million and a maximum of $6-million. In connection with the financing, Wedona has filed a preliminary prospectus with the securities regulatory authorities in Alberta, British Columbia and Ontario in respect of an offering of units of Wedona, which has not yet become final for the purpose of the sale of securities. A copy of the preliminary prospectus is available on SEDAR. The financing is proposed to be for a minimum of $3-million and a maximum of $6-million consisting of up to 20 million units at a price of 30 cents per unit. Each unit will consist of one Wedona share and one-half of one common share purchase warrant, each full warrant being exercisable into one Wedona share at an exercise price of 45 cents for a period of 24 months from the closing of the financing. The units under the financing are being offered, on a commercially reasonable-efforts basis, by Mackie Research Capital Corp. In connection with closing of the financing, Mackie Research Capital will be paid a cash commission of 8 per cent of the gross proceeds raised under the financing and an agent fee of $30,000, will be issued 33,334 Wedona shares, and will be granted an option to purchase that number of units equal to 8 per cent of the units sold in the financing, at a price of 30 cents per unit. The financing replaces the previously announced condition precedent of the transaction that Isis shall have completed on or before the closing of the transaction one or more financing transactions to raise not less than $2-million.

In addition, prior to closing of the transaction, Isis may complete a financing of up to $1-million by the offering of convertible debentures and warrants of Isis. As at July 10, 2013, Isis has issued $512,500 principal amount of debentures and issued 195,000 warrants under the Isis debenture financing. The total offering may result in the issuance of up to 400,000 warrants of Isis, with each such warrant being exercisable into one common share of Isis at an exercise price of 25 cents per share in the first year from the date of issue and thereafter at 30 cents per share until the earlier of the date that is 24 months from the closing of the transaction and Dec. 31, 2015 (or at such other prices that may be acceptable to the TSX-V). It is intended that, on closing of the transaction, each outstanding warrant of Isis will be exchanged for a warrant of Wedona entitling the holder to acquire one Wedona share at the same price and during the same exercise period as set out above, subject to such amendments that may be required by applicable law. The debentures issued by Isis under the Isis debenture financing are unsecured and bear interest at the rate of 24 per cent per annum, and are to be repaid in full on closing of the transaction.

As part of the transaction, current holders of escrowed Wedona shares shall sell all two million of such escrowed shares at a price of 7.5 cents per share to certain directors and officers of Isis and other persons, subject to the approval of the TSX-V. In addition, in connection with the transaction, Wedona has agreed to issue 1,355,000 Wedona shares to Parolini Family Holdings Ltd. as a finder's fee on closing.

Assuming satisfactory completion of due diligence by Wedona and satisfaction or waiver of conditions precedent, completion of the transaction is anticipated by Aug. 31, 2013, or such later date mutually agreed to by Wedona and Isis. The amalgamation agreement provides for, among other things, the definitive structure of the transaction and the conditions precedent that are standard for a transaction of this nature, including receipt, by both Isis and Wedona, as required, of all regulatory, board, shareholder and third party approvals including TSX-V approval. Completion of the minimum offering of $3-million under the financing is also a condition precedent to completion of the transaction. A copy of the amalgamation agreement is available on SEDAR.

Following completion of the transaction, the company will carry on the business of Isis, and all of the directors of Wedona will resign in favour of nominees of Isis, who are expected to be Daniel Kajouii, Tito Gandhi, Michael Davidson, Bernie Raymond Wilson and Norm Inkster. It is also expected that, posttransaction, the senior management of the company will be reconstituted with Daniel Kajouii being appointed as president and chief executive officer, and Ian Campbell being appointed as chief financial officer.

Currently, there are four million Wedona shares issued and outstanding. In addition, Wedona has 200,000 outstanding options, each with an exercise price of 10 cents, and 200,000 agents' options, each with an exercise price of 10 cents. Upon completion of the transaction, but without taking into account the completion of the financing, it is anticipated that the resulting issuer will have 30,288,333 common shares, up to 400,000 warrants and 200,000 agents' options issued and outstanding. Upon completion of the transaction and after taking into account the transfer of the seed shares, but without taking into account the completion of the financing, the current holders of Wedona shares will own approximately 6.6 per cent of the issued and outstanding common shares of the resulting issuer (on a non-diluted basis), and the current Isis shareholders will own approximately 88.9 per cent of the issued and outstanding common shares of the resulting issuer (on a non-diluted basis). The shares to be issued pursuant to the proposed transaction will be subject to the escrow requirements of the TSX-V, if applicable. Upon completion of the transaction and the financing, it is expected that only the following persons will own 10 per cent or more of the issued and outstanding common shares of the resulting issuer on a fully diluted basis: Tito Gandhi, Stan Bharti and Daniel Kajouii.

The Wedona shares were halted from trading pending the filing with and review by the TSX-V of satisfactory documentation in connection with the transaction. The Wedona shares will resume trading on July 15, 2013.

Mackie Research Capital, subject to completion of satisfactory due diligence and the execution of a formal sponsorship agreement, has agreed to act as sponsor in connection with the transaction if the sponsorship requirement is not waived by the TSX-V. An agreement to sponsor should not be considered as an assurance with respect to the merits of the transaction or the likelihood of completion.

About Isis Lab -- bingo and social media -- proprietary software

Isis is a privately held corporation incorporated pursuant to the Business Corporations Act (Ontario). Isis specializes in the development of on-line bingo and social gaming software, and related services. Isis has developed a gaming platform, which has embedded bingo and other related offerings to the female demographic in a social manner. The Isis multiplayer bingo is offered in North American, European and Swedish styles with the option to award prizes, progressive jackpots, consolation prizes and many new industry-first functionalities. In addition, the Isis software portfolio includes an integrated social media network, which allows end-users a social experience within a gambling environment.

Through its wholly owned subsidiary, Tech Channel Corp., a privately held company incorporated and licensed pursuant to the laws of Panama, Isis provides technical and other related support services. Tech Channel's support services are available to Isis's licensees on a 24-hour basis through its staff of 17 employees.

Isis was voted as the Most Innovative Startup of 2013 at the Global iGaming Summit and Expo (GIGSE), which took place on April 24, 2013, in San Francisco. The current shareholders of Isis are Daniel Kajouii, Tito Gandhi, Stan Bharti, Frank Waszkun, Julian Bharti, Don Mackinnon, Chris Kajouii, Farshad Kajouii, Nejib Abba Biya, Greg Mcknight, Julian Doyle, Felicia Capone, Ian Campbell, Michael Davidson, Anthony Vielle, Sharad Mistry and Bernadette Parolini, all of Ontario, Canada, and 2213802 Ontario Inc., a private company incorporated in Ontario, and controlled by Tito Gandhi, Frank Waszkun, Don Mackinnon, Nejib Abba Biya and David Downer of Ontario, Canada.

Daniel Kajouii -- proposed director, president and chief executive officer, and principal shareholder of the resulting issuer

Daniel Kajouii has been the president and CEO of Isis since its founding. Daniel Kajouii was founder and president of 1 Gaming Inc., a privately held company in the business of software development, from 2001 to 2006. Subsequent to his work with 1 Gaming, Daniel Kajouii has provided consulting services to various companies in the on-line media and entertainment industry. He is frequently consulted by industry publications and industry leaders on the current state and the future of on-line bingo. His work has been published by Internet gaming publications including iGaming Business and eGaming Review. Daniel Kajouii has also spoken on the same subject at industry events in the past. His most recent articles, entitled, "On-line Bingo and the Social Graph" and "On-line Bingo: Its Future in Technology," were published in iGaming Business magazine's January, 2012, issue and iGB Affiliate Magazine's November, 2012, issue, respectively.

Mr. Campbell, CPA, CA, MBA -- proposed chief financial officer of the resulting issuer

Mr. Campbell has been a partner with Hawton Campbell Chartered Accountants since 1996. He commenced his career with Peat, Marwick Mitchell and Company (now KPMG), and received his chartered accountant designation while with BDO Ward Mallette (now BDO Canada) in 1991. He earned his master of business administration from the Schulich School of Business at York University in 1994. Mr. Campbell will be working part time with the resulting issuer as a consultant.

Mr. Gandhi -- proposed director and chairman of the resulting issuer

Mr. Gandhi has been CFO of Isis since its founding. Mr. Gandhi has been a technology entrepreneur for the past 20 years. During his time, he has bought, operated, restructured and sold a number of companies. In 1996 he founded and served as president and CEO of Office Solutions Group, a technology solution provider that was acquired by Imagistics/Oce in 2004, which was subsequently acquired by Canon Japan. From March, 2007, to present, Mr. Gandhi has been CEO of Raj Gaming Corp., a company that owns and operates casinos in the Dominican Republic, until he joined Isis in 2010. Mr. Gandhi has a higher national diploma in business studies from North Herts College in Hitchin, Hertfordshire, United Kingdom.

Mr. Davidson -- proposed director of the resulting issuer

Mr. Davidson is currently the chief executive officer, chief financial officer and a director of Friday Capital Inc., a capital pool company. Mr. Davidson is also concurrently the president of Amamus Consulting Inc., which provides coaching and mentoring to C-level executives to enable business opportunities to translate into operational activities and profit. From 1997 to 2011, Mr. Davidson was chief information and privacy officer at Apotex Inc., a pharmaceutical company. Mr. Davidson was formerly a director of Valencia Ventures Inc. from April, 2000, to December, 2002. Mr. Davidson obtained a bachelor of science degree from York University.

Mr. Wilson -- proposed director of the resulting issuer

Mr. Wilson is a senior financial professional with a wide array of working relationships with business executives in Canada, the United States and internationally. Mr. Wilson is an adviser in corporate finance and investment banking, and has extensive experience in major financial restructurings as an adviser on international trade and commerce issues. In 2009, Mr. Wilson was awarded the first-ever Institute of Corporate Directors (ICD) Governance Award by his peers in the director community. This honour recognizes individuals who have demonstrated superior effort and commitment to advancing corporate governance in Canada, consistent with the goals of the ICD. Mr. Wilson was a partner and the vice-chairman of PricewaterhouseCoopers until 2005, and has been a corporate director on a number of public and private Canadian and international businesses, and an investor in emerging companies, particularly in the resource industry.

Mr. Inkster -- proposed director of the resulting issuer

Mr. Inkster, OC, served as 18th commissioner of the Royal Canadian Mounted Police, from 1987 to 1994. From 1992 until 1994, he also served as president of Interpol. From 1994 to 2003, he was a partner with KPMG in Toronto, the latter part of which he was global managing partner of the forensic practice. In 1995 he was made an officer of the Order of Canada. In 2003 he retired from KPMG and started Inkster Group, a company providing investigative, security and law reform services to domestic and foreign governments, and international financial institutions. In 2006 Inkster Group was acquired by Navigant Consulting. Mr. Inkster has served as president of Inkster Inc. since 2006. He was awarded the Gusi Peace Prize in 2011.

Chris Kajouii -- proposed vice-president -- operations of the resulting issuer

Chris Kajouii has worked in operations in the on-line gaming industry since 2002. With an academic background in science, research and consulting, he brings a level of on-line gaming management experience that dates back to the industry's founding. Additionally, he holds a science degree from McMaster University (Ontario, Canada), and has additional experience in non-profit, government relations and seed-stage organizations. Chris Kajouii will work full time with the resulting issuer. He has been the vice-president of operations of Isis since May, 2011. Prior to this, he was an analyst with the Government of Canada.

Mr. Bharti -- principal shareholder of the resulting issuer

Mr. Bharti has over 25 years of experience in operations, public markets and finance. Over the last 10 years, Mr. Bharti has been involved in acquiring, restructuring and financing. He is a professional mining engineer and holds a master's degree in engineering from Moscow, Russia, and University of London, England. From 2002 to April, 2006, Mr. Bharti was a director and past president of Desert Sun Mining Corp. (which was acquired by Yamana Gold Inc. in 2006). In addition, Mr. Bharti is a director of several public and private companies.

The audited financial statements of Isis for the 12-month fiscal period from Jan. 1, 2012, contain the following information for that period:

Revenue:  $164,735

Expenses:  $1,907,336

Net loss:  $1,742,602

Assets:  $2,296,277

Liabilities:  $386,395

Completion of the transaction and the financing is subject to a number of conditions, including but not limited to TSX-V acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the transaction, any information released or received with respect to the 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.

We seek Safe Harbor.

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