02:38:48 EDT Tue 23 Apr 2024
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or Name
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Harvest One Capital Inc
Symbol WON
Shares Issued 4,093,120
Close 2015-07-13 C$ 0.025
Market Cap C$ 102,328
Recent Sedar Documents

Harvest One to acquire Internet firm Mobile as QT

2015-10-21 14:23 ET - News Release

Ms. Anne Chopra reports

HARVEST ONE CAPITAL INC. SIGNS LETTER OF INTENT TO PURCHASE MOBILE CORPORATION

Harvest One Capital Inc., has entered into a non-binding letter of intent dated for reference on Oct. 19, 2015, regarding a proposed transaction with Mobile Corp., a private Nevada corporation, to acquire 100 per cent of the issued and outstanding securities of Mobile. Mobile is a prerevenue Internet company.

The acquisition, once completed, is intended to constitute Harvest's qualifying transaction pursuant to Policy 2.4 of the corporate finance manual of the TSX Venture Exchange. Harvest and Mobile are at arm's length, and accordingly, the transaction is not considered a non-arm's-length transaction.

The parties are working toward entering into a definitive agreement under which Harvest will acquire all the issued and understanding shares of Mobile in exchange for common shares of Harvest in a reverse takeover transaction. As a result of the transaction, Mobile will become a wholly owned subsidiary of Harvest. The resulting issuer will be listed as a technology issuer on the TSX-V.

The LOI contemplates that the stock of Harvest may be consolidated on a two-old-shares-for-one-new-share basis as part of the transaction, and Harvest's name will be changed to include Mobile in the resulting issuer's name.

The share consolidation, if undertaken, will become effective prior to completion of the transaction. All share numbers and pricing in this press release assume completion of the share consolidation prior to closing of the transaction.

The parties have agreed to pay a finder's fee to two arm's-length parties in connection with the transaction. The finder's fees will be paid in cash and common shares.

Capital structure of Mobile

Mobile's issued and outstanding capital comprises 22,836,666 shares of Class A common stock, three million shares of Class B common stock and 6,920,061 shares of Series A preferred stock. The Series A preferred stock will automatically convert into Class A common stock on close of the transaction. Mobile also has approximately 100,000 convertible securities issued and outstanding which are convertible into Class A common stock.

The named executive officers and directors of Mobile as a group beneficially, directly or indirectly, exercise control or direction over:

  • A total of 6,565,050 Mobile Class A shares, representing 28.75 per cent of the issued and outstanding Mobile Class A common shares;
  • A total of 2,125,000 Mobile Class B shares, representing 70.83 per cent of the issued and outstanding Mobile Class B common shares;
  • Nil Mobile series preferred shares, representing 0 per cent of the issued and outstanding Mobile Series A preferred shares.

Jeffrey Peterson, chief executive officer, chairman of the board and a director of Mobile, owns 2,230,050 Class A common shares directly, or 9.77 per cent of the issued and outstanding Mobile Class A shares and 2,805,050 Class A common shares indirectly through Inter123 Corp., or 12.28 per cent, for a total shareholding of 5,035,100 Class A common shares, or 22.05 per cent of the issued and outstanding Mobile Class A shares. Mr. Peterson also owns one million Class B common shares or 33.33 per cent of the issued and outstanding Mobile Class B shares. Michael Silberman, chief financial officer, executive vice-president and a director of Mobile, owns 1.75 million Class A common shares, or 7.66 per cent of the issued and outstanding Mobile Class A shares. Marco Lopez, a director of Mobile, owns 1.5 million Class A common shares, or 6.57 per cent of the issued and outstanding Mobile Class A shares, and 500,000 Class B common shares, or 16.67 per cent of the issued and outstanding Mobile Class B shares. Cristina Sosa Noriega, a director of Mobile, owns 150,000 Class A common shares, or 0.66 per cent of the issued and outstanding Mobile Class A shares, and 250,000 Class B common shares, or 8.33 per cent of the issued and outstanding Mobile Class B shares. Clinton Brown, director and executive vice-president of Mobile, owns 250,000 Class A common shares, or 1.09 per cent of the issued and outstanding Mobile Class A shares, and 375,000 Class B common shares, or 12.5 per cent of the issued and outstanding Mobile Class B shares. Lucy Lu, a director of Mobile, owns 300,000 Class A common shares, or 1.33 per cent of the issued and outstanding Mobile Class A shares.

Various other shareholders hold the remaining shares of Mobile. No single shareholder amongst this group holds 5 per cent or more of any class or series of shares issued and outstanding in Mobile.

It is anticipated that at closing, the resulting issuer will grant options to acquire common shares to the directors, officers, employees and consultants of the resulting issuer at a price to be determined. The exact number of options has not yet been determined but will not exceed 20 per cent of the issued and outstanding shares of the resulting issuer.

Contemplated financing(s)

Under the letter of intent, Mobile is required to raise a minimum of $2-million through the issuance of common shares of Harvest. The shares issued in the transaction financing will represent approximately 5 per cent of the resulting issuer's issued and outstanding common shares at the time of closing.

Mobile may pay finder's fees to arm's-length parties for proceeds raised under the transaction financing. These fees may be payable, at the discretion of Mobile, in cash or in common shares. Mobile expects a portion of the transaction financing will be a brokered financing. The exact terms of the transaction financing will be announced at a later date.

The parties anticipate the net proceeds of the transaction financing will be used to advance the business of the resulting issuer and for general working capital purposes.

Sponsorship of business combination

Sponsorship of a qualifying transaction is required by the exchange unless exempt in accordance with exchange policies. Harvest intends to apply for an exemption from the sponsorship requirements. There is no assurance that Harvest will ultimately obtain an exemption from sponsorship.

Reinstatement to trading

Harvest's shares will be halted pending receipt by the exchange of certain required materials from Harvest and until Harvest engages a sponsor or receives a waiver from sponsorship.

Harvest will provide further details in respect of the transaction, including the proposed number of shares to be issued out as consideration to the shareholders of Mobile, the pricing of the transaction financing and financial information of Mobile, in due course by way of press release.

Closing conditions

Closing the transaction with Mobile is subject to several conditions, including, but not limited to:

  1. Completion of all due diligence reviews;
  2. Receipt of all regulatory, shareholder, director and other third-party approvals as required under applicable laws or regulatory policies;
  3. Execution of a formal share purchase agreement;
  4. Entry into any regulatory required escrow agreements by Mobile shareholders;
  5. Completion of the proposed transaction financing;
  6. The issued and outstanding shares of Harvest being consolidated prior to closing;
  7. The total number of shares of Harvest issued and outstanding immediately prior to completion of the transaction, without considering the offering, equalling 5 per cent to 10 per cent of the common shares of the resulting issuer immediately on completion of the transaction;
  8. Harvest shall be a reporting issuer in British Columbia and Alberta, not in default;
  9. No material actions, suits or proceedings at time of closing involving either party;
  10. No material adverse change to assets, technology, liabilities, business, operations or financial condition at time of closing of either party;
  11. A new slate of directors being appointed as agreed by the parties.

New board of directors

At the close of the transaction, the management and board of directors of Harvest will resign, and a new board of directors comprising 10 nominees of Mobile and one nominee of Harvest will be appointed to the resulting issuer. The following represents an overview of the experience of the proposed new board members of the resulting issuer.

Jeffrey Peterson (director, chief executive officer and chairman of the board)

Mr. Peterson, Mobile's original founder, has been the chairman of the board and chief executive officer of Mobile since April, 2013. Mr. Peterson was the original founder of Quepasa.com in 1998, and Quepasa Corp., a Nasdaq- and New York Stock Exchange-traded public company that was the first nationally branded on-line community for Hispanics in the United States. Under his leadership, during a period of approximately 10 years, Quepasa achieved a peak market capitalization in excess of $450-million (U.S.). Key investors in Quepasa included Sony Corp., Telemundo, National Football League star John Elway and pop superstar Gloria Estefan. Quepasa was continually ranked as the No. 1 most popular Hispanic oniline community, beating competitors Starmedia and Yahoo! en Espanol. At Quepasa, Mr. Peterson held the positions of CEO, chairman, president, and chief technology officer. From 1998 through April, 2007, Mr. Peterson was the CEO and director of Quepasa. In July, 2003, Mr. Peterson was appointed by Arizona Governor Janet Napolitano to the board of directors of the Arizona-Mexico Commission (AMC). Mr. Peterson served the AMC under Ms. Napolitano on the board and executive committee until her departure from Arizona to Washington in 2009 when she became United States Secretary of Homeland Security. In Arizona, Mr. Peterson also served from 2006 to 2010 on the business advisory committee of Arizona Attorney General Terry Goddard. In New York, Mr. Peterson served on the Hispanic committee of the Interactive Advertising Bureau (IAB). From December, 2011, to April, 2012, he was the interim CEO of Sitesearch Corp. From April, 2007, to present, he has served as CEO and chairman of the board of directors of Inter123 Corp., a private holding company. In July, 2014, Mr. Peterson was appointed to the board of directors of the U.S. Philippines Society.

Mr. Peterson has received national and international media attention for his accomplishments in the technology sector, and he currently serves on the board of directors of several privately held technology related companies in both the United States and Latin America, and serves as a technology consultant to the government of Mexico. Quepasa was sold in 2007 to investor and venture capitalist Richard Scott, who is now the Governor of Florida. In 2011, Quepasa changed its corporate name to Meetme Corp.

Michael Silberman (director, chief financial officer and executive vice-president)

Mr. Silberman, Mobile's original co-founder, has been a director, the chairman of the executive committee, executive vice-president, CFO and corporate secretary of Mobile since March, 2013. Mr. Silberman has over 30 years of experience as a seasoned financial, strategic and operational executive. From 2004 to 2013, he was a mergers and acquisition, general business, and information technology consultant, and co-founder, interim chief operating officer and CFO for a number of firms including a bricks-and-mortar microlender, an on-line commodity firm and a digital entertainment publishing firm. Throughout his career, he has been responsible for leading and closing numerous private and public capital raises.

From 1998 to 2004, he held positions in the technology sector with a focus on Internet portals and application design and development as the original co-founder and director, principal accounting officer, CFO, chairman of the audit committee, executive vice-president, and head of business affairs for Quepasa.com, a Nasdaq- and New York Stock Exchange Euronext-traded public company. Quepasa.com was the first nationally branded on-line community for Hispanics in the United States. Mr. Silberman was also CFO of Internet Century Inc. and CFO of Net Century Inc. which were the predecessor companies. Previous experience included positions in the fields of multimedia and content development, production and publishing, such as controller of Fred Weintraub Productions, CFO of Jolson Media Corp., COO and CFO of Rock Magazine, controller of two U.S. subsidiaries of Televisa SA, and controller of Braverman Productions. Mr. Silberman earned his BA in economics from the University of California, Los Angeles, and his MBA from the John E. Anderson graduate school of management at the University of California, Los Angeles. He is an active California-licensed certified public accountant, an active certified fraud examiner and a chartered global management accountant. He is a member of the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants, the Association of Certified Fraud Examiners, the Institute of Management Accountants and the Chartered Institute of Management Accountants.

Marco A. Lopez Jr. (director)

Mr. Lopez serves as president and CEO of Intermestic Partners, a business advisory firm dedicated to serving international and domestic organizations with strategic guidance and policy direction. He guides U.S. outreach efforts for Latin America's most important philanthropic organization, The Carlos Slim Foundation, and that of its affiliate member corporate companies. Additionally, he served as a U.S. adviser to the successful presidential campaign of Mexico's President Enrique Pena Nieto on topics of border security and safety, border trade and commerce, and economic development. Prior to founding Intermestic Partners, Mr. Lopez served as chief of staff at the United States Department of Homeland Security (DHS), Customs and Border Protection (CBP), helping lead an organization with a $12-billion budget and 60,000 employees.

Before joining DHS, Mr. Lopez served for then Arizona Governor Janet Napolitano as director of the Arizona Department of Commerce. In Arizona, he served in various capacities including as senior adviser to the governor, vice-chair of the Arizona-Mexico Commission, and policy adviser for Mexico and Latin America. Additionally, Mr. Lopez served as the executive director of the Arizona-Mexico Commission. From 2009 to 2011, Mr. Lopez was the chief of staff for U.S. Customs and Border Protection, Homeland Security, where he oversaw a staff of 60,000 and a $13-billion (U.S.) budget. From 2011 to present, he has been the president of International Strategic Solutions Inc., an international consulting and business development firm.

Mr. Lopez has an accomplished public sector career: At the age of 22, he became one of the youngest mayors in the United States, was elected into office at Arizona's largest border community of Nogales shortly after graduating from the University of Arizona in Tucson. He was re-elected by an overwhelming majority of the vote in 2002, one year before being tapped by Ms. Napolitano to take a job at the Arizona state capitol.

Javier Saralegui (director)

Mr. Saralegui became the founding president of Univision Online in 2000, and quickly turned Univision.com into the most-visited Spanish-language website in the U.S. Mr. Saralegui oversaw the launch of the site, and of Univision Movil, the leading Spanish-language mobile content and video platform. He was responsible for Univision's original on-line and wireless content strategies, including e-commerce and related joint ventures. From 1988 to 2000, Mr. Saralegui was president of Galavision, the leading cable network for U.S. Hispanics, where he was responsible for managing day-to-day operations of the network. As president, he quintupled Galavision's distribution and revenues. From 2009 to 2011, he was a partner in Jagtag. From 2010 to present, he has been a board member of NovoTV. From 2011 to present, he has been a partner in YaSabe. From 2012 to present, he has been the president of DangerTV. Mr. Saralegui holds a bachelor's degree in economics from Hobart College. He resides in Manhattan with his wife and three children.

Lucy Kai Yee Lu (director)

Ms. Lu is the principal of St. Johannes College in Hong Kong, a position that she has held from 2008 and continues to hold. Ms. Lu serves on the board of Advanced Optronic Devices (Asia) and Advanced Optronic Devices (Philippines). Ms. Lu received her BA in education from the University of California, Berkeley.

Cristina Sosa Noriega (director)

Ms. Noriega is an expert at marketing and branding, including social media marketing and creative advertising campaigns in the United States and Latin America. Ms. Noriega gained valuable experience working at Bromley Communications, the largest Hispanic advertising agency in the United States. From 2013 to present, Ms. Noriega has been the content director for iSolutions. From 2008 to 2013, she was the owner and founder of Murphy St. Raspa Co. Ms. Noriega's father, Lionel Sosa, was the founder of Sosa, Bromley, Aguilar & Associates, the predecessor company to Bromley Communications. Ms. Noriega was the creative genius behind the multimillion dollar marketing campaigns for Quepasa Corp. and Quepasa.com, the first nationally branded on-line community for Hispanics in the U.S. Ms. Noriega received her bachelor's degree from Yale University.

Clinton Brown, CFP, ChFC, CLU, CASL (director and vice-president of business development)

Mr. Brown has been Mobile's vice-president of business development since June, 2013. From 2012 to present, he has been the founder and president of Clinton Brown Financial. From 2002 to 2012, he was a financial adviser with AXA Advisors. From 2001 to 2002, he was a registered representative with Superior Financial Services. In 2001, he was a registered representative with Heritage West Securities. From 2000 to 2001, he was an on-line ad manager with The Arizona Republic. From 1997 to 2000, he was the director of marketing with Quepasa.com.

Mr. Brown graduated from Arizona State University with a bachelor's degree in finance. He is currently enrolled in the master of financial services (MSFS) curriculum with The American College, which offers advanced education and certifications for financial professionals. He is a certified financial planner (CFP), chartered financial consultant (ChFC), certified life placement agent (CLU) and a chartered adviser for senior living (CASL).

Cesar Sanvicente (director and chief technology officer)

Mr. Sanvicente has been Mobile's chief technology officer since June, 2013. He has over 12 years of experience as a software developer and director, and as a servers/cloud computer environment and technology administrator with high-traffic websites and large-scale databases. He joined Sitesearch Corp. as CTO from 2007 to 2012, a company focused in user-generated content search. From August, 2002, to April, 2007, he served as CTO of Quepasa.com de Mexico SA de CV, a wholly owned Mexican subsidiary of Quepasa Corp., which changed its name to Meetme Corp.

Mr. Sanvicente graduated with honours with a degree in software engineering from the Hermosillo Institute of Technology (ITH) in Sonora, Mexico, in 2001.

Dennis Burke, Esq (director and chairman of the compliance committee)

Mr. Burke is co-founder and has been a partner of Global Security and Intelligence Strategies (GSIS) from March, 2013, to present. Mr. Burke has over 20 years of public service at both the federal and state levels. From 2012 to 2013, he was the executive director of the Halle Foundation. In 2009, he was appointed by President Barack Obama and confirmed by the United States Senate as the United States Attorney for the District of Arizona where he oversaw all federal prosecutions in Arizona for one of the largest United States attorney offices in the country and serviced in that capacity from 2009 to 2011. Prior to that, Mr. Burke was a senior adviser to Department of Homeland Security Secretary Ms. Napolitano after serving on the Obama/Biden transition team focusing on homeland security administration and policy.

He served as chief of staff to Arizona Governor Ms. Napolitano from 2003 to 2008 after serving as the chief deputy in the Arizona attorney general's office managing the largest law firm in Arizona. He is a former assistant United States Attorney for the District of Arizona, was the assistant Attorney General for Legislative Affairs at the United States Department of Justice, and a senior policy analyst for the White House Domestic Policy Council during the Clinton administration. As a majority counsel on the United States Senate Judiciary Committee, he worked on intellectual property, crime and law enforcement, and judicial nominations.

Mr. Burke has a BA from Georgetown University. He received his law degree from the University of Arizona graduating summa cum laude and served as executive editor of the Arizona Law Review. After law school, Mr. Burke clerked for the Hon. James Moeller on the Arizona Supreme Court. As an adjunct professor of law at the Sandra Day O'Connor College of Law at Arizona State University, Mr. Burke taught courses in federal legislative process and recently served as the executive director of the Diane Halle Center for Family Justice. Mr. Burke has received numerous awards and commendations for his years in public service, including the Minuteman award from the Arizona National Guard.

Richard Heftel (director)

Mr. Heftel, along with the Heftel family, were was a pioneer in the Hispanic media markets nationwide. Mr. Heftel first started his career with Heftel Broadcasting in 1983 working in sales and management in Hawaii rising to the position of president of the Los Angeles Heftel operation from 1994 to 2000. Mr. Heftel was the only general manager to have the No. 1 and No. 2 radio stations in Los Angeles at the same time. He then became the vice-president of Music Relations from 2000 to 2004 and created a number of significant concert events that featured artists such as Gloria Estefan (the first official endorser of Quepasa during its initial founding and subsequent public offering in 1999), Enrique Iglesias, Ricky Martin and Marc Anthony. Mr. Heftel actively manages various family investments including the Lincoln Center in Spokane, Wash.

The last Heftel Broadcasting accumulation of stations were located in New York, Los Angeles, Chicago, Dallas, Las Vegas and Miami. These were taken over by Clear Channel Communications in a 1996 tender offer. This, in turn, was merged with Mac Tichenor's Tichenor Media System which was the new Heftel Broadcasting. It then changed its name again to Hispanic Broadcasting Corporation, which is now known as Univision Radio. Mr. Heftel graduated with a degree from Brigham Young University.

Anne Chopra (director)

Ms. Chopra is a director of Caracara Silver Inc., a junior mining exploration company listed on the TSX Venture Exchange, (since July, 2011). In addition Ms. Chopra, since August, 2008, holds the office of president, CEO, CFO and is a director of Harvest One Capital Inc., a capital pool company trading on the NEX board of the TSX-V (since August, 2008). Ms. Chopra served as vice-president of corporate and legal affairs with Potash One Inc., a TSX-listed resource issuer from November, 2007, to its buyout in a $430-million cash transaction in March, 2011. Ms. Chopra has practised corporate, commercial and securities law with private regional law firms in British Columbia (since February, 1997). Ms. Chopra is also the equity ombudsperson for the Law Society of British Columbia, a role she has held since May, 1999, and the recipient of the 2006 CBA equality and diversity award for her work in this field. Ms. Chopra also holds a BComm degree and LLB degree from the University of Alberta, and a master of industrial relations from Queen's University.

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