CALGARY, ALBERTA--(Marketwired - July 22, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Triox Limited (TSX VENTURE:TTL.P) (the "Corporation" or "Triox"), a "capital pool company", as such term is defined in the policies of the TSX Venture Exchange ("Exchange" or "TSXV"), is pleased to announce that it has entered into a joint venture agreement dated July 22, 2014 (the "JVA") with eQube Technology and Software Inc. ("eQube") and Catalyst Gaming Corporation ("Catalyst"), with respect to a strategic joint venture in connection with the Corporation's proposed business combination with eQube by way of a three-cornered amalgamation of eQube, Triox and a wholly-owned subsidiary of Triox (the "Acquisition"), as previously disclosed in the news release of Triox dated April 8, 2014 and available under the Corporation's SEDAR profile at
www.sedar.com. It is expected that the Acquisition will constitute the "Qualifying Transaction" of Triox (as such term is defined in the policies of the Exchange) and that the combined entity (the "Resulting Issuer") upon completion of the Acquisition will continue to carry on the business of eQube.
Details of the JVA
Subject to completion of the Acquisition and receipt of the requisite approvals from applicable gaming and regulatory authorities, including approval of the Exchange, the Resulting Issuer and Catalyst will form a strategic partnership to develop strategic growth opportunities ("Strategic Growth Opportunities") introduced to eQube or the Resulting Issuer by Catalyst from the closing date of the Acquisition and for a period of 18 months thereafter (the "Termination Date"). Potential Strategic Growth Opportunities to be introduced to the Resulting Issuer by Catalyst under the JVA include new gaming partnerships, new database customers and services, strategic expansion to other platforms, growth through potential merger and acquisition targets and other business opportunities.
Pursuant to the terms of the JVA, Catalyst will exercise its best efforts to arrange introductions for $1,500,000 in subscriptions for common shares of a wholly-owned subsidiary of Triox ("Common Shares") at $0.50 per Common Share as part of a Private Placement (the "Private Placement") to be completed prior to or concurrently with the Acquisition, each Common Share to be exchanged for a Triox ordinary share (post-consolidation) on a one-for-one basis upon completion of the Acquisition. Catalyst will also arrange for a capital injection into eQube through the purchase of $1,500,000 in current outstanding eQube preferred shares ("Preferred Shares") from existing eQube shareholders within 90 days of closing of the Acquisition, such Preferred Shares to be subsequently purchased by Triox from the issuance of Triox ordinary shares at the deemed price of the Acquisition. In recognition of Catalyst's efforts, Catalyst will be issued warrants of the Resulting Issuer at the closing of the Acquisition and expiring on the Termination Date (the "Consideration Warrants") whereby Catalyst will be issued shares of the Resulting Issuer ("Consideration Shares") on the date it achieves success of the growth benchmark of doubling eQube's gross margin arising via Strategic Growth Opportunities ("Benchmark Success"). The Consideration Shares issued upon the deemed conversion of the Consideration Warrants will be equal to 20% of the outstanding ordinary shares of the Resulting Issuer up to maximum of 54 million ordinary shares of the Resulting Issuer, and will be subject to prospectus and registration exemptions under applicable securities laws. After Benchmark Success has been achieved, the Resulting Issuer shall issue and deliver to Catalyst further Consideration Shares based on the then-enlarged capital of the Resulting Issuer immediately upon the completion of each Strategic Growth Opportunity subject to approval of the independent board of directors of the Resulting Issuer and the policies of the Exchange. At the closing of the Acquisition, Catalyst and each of its directors, officers and shareholders will enter into a pooling agreement in respect of the Consideration Warrants and Considerations Shares, such pooling agreement to provide for the release of 25% of the Consideration Shares and Consideration Warrants (as applicable) every 6 months after the closing date of the Acquisition. Further details of the Private Placement will be announced in a subsequent news release.
Prospective Board of the Resulting Issuer
Subject to completion of the Acquisition and receipt of the requisite approvals from applicable gaming and regulatory authorities, including approval of the Exchange, it is proposed that the board of directors of the Resulting Issuer will be comprised of the individuals outlined below (the "Proposed Board"). The following is a brief description of the background and experience of the Proposed Board:
Graham Martin - London, England - Director
Graham Martin has founded numerous companies in the gaming industry, and is a recognized pioneer in technology driven gaming platforms, including retail, online and mobile ventures as well as use of the television medium. Graham has founded, and acted as Chairman and Chief Executive Officer of numerous gaming companies, including Bonne Terre Limited (since sold to BSkyB Group plc. and now operating as Skybet, one of the UK's largest companies), Probability Games Corporation Limited (listed on AIM in August 2006 and now a wholly owned subsidiary of Gtech S.p.a, the license holder for the Italian national lottery), Scotbet International Limited (holding Scotbet Limited, Morrisons 24/7, and Morrison's Bookmakers, retail bookmakers with online gaming), a venture under the Groupe Partouche umbrella (TV and other Internet gaming opportunities in Europe) and an alliance with TVCatchup Limited (operating through Catch My Bet Ltd and offering gaming via streaming free to TV as well as via home computer, iPhone, iPad or games console).
Doug Osrow - Las Vegas, Nevada - Director
Doug Osrow has been the Chief Financial Officer of Remark Media, Inc. since October 30, 2013 and serves as its Principal Accounting Officer. Prior to this, Mr. Osrow served as the Chief Financial Officer of Paragon Gaming Corporation from 2011 to October 2013, where Mr. Osrow was responsible for re-financing several of that company's properties and negotiating buy-outs and partnerships. Previously, he worked as a Vice-President in the investment banking division of Citadel Securities, covering real estate, lodging and gaming companies, and as a Senior Analyst at Hawkeye Capital Management. Mr. Osrow began his investment banking career as an Associate at Citigroup Global Markets in the real estate and lodging group and served as the Assistant to the President at Ziff Brothers Investments. Mr. Osrow has an extensive background in capital markets, deal execution, valuations, research and a network of corporate relationships in the Real Estate, Gaming and Lodging sector. Mr. Osrow earned an undergraduate degree with honors from Northwestern University and an MBA from The Kellogg School of Management.
Laurie Goldberg - Winnipeg, Manitoba - Director
Mr. Goldberg is the Executive Chairman and Chief Executive Officer of People Corporation where he is responsible for providing leadership and overall strategic direction to the corporation and its subsidiaries. Mr. Goldberg's past experience includes the position of Chief Operating Officer and Office of the President of Assante. During his tenure with Assante, he led the organization from approximately 100 employees to become one of the largest non-bank owned financial institutions in Canada, with some 2,500 employees and advisors, managing approximately $22 billion in client assets. Assante's portfolio also included a leading sports and entertainment services organization in the United States. In 2003, the Canadian Operations of Assante were sold for almost $1 billion. Prior to joining Assante, Mr. Goldberg was Managing Partner with Arthur Andersen (now Deloitte). Mr. Goldberg graduated with a Bachelor of Commerce (Honours) Degree from the University of Manitoba and is a Chartered Accountant.
Lord Simon Reading - Gloucestershire, United Kingdom - Director
Lord Simon Reading is the Marquess of Reading and a member of the English House of Lords (1980-1999). Lord Reading has a broad financial background, as a member of the London Stock Exchange, and as a member of Lloyds. Lord Reading is active in a number of charities devoted to the welfare of mothers and children, and medical care in emerging markets, and acts as the Vice Chairman of Cure International UK Ltd., an international children's hospital charity with activities in Ethiopia, Kenya, Malawi, Niger, Uganda, Zambia, United Arab Emirates, Afghanistan, and elsewhere. Lord Reading was educated at Eton College and Tours University.
James Varanese - London, England - Director
Mr. Varanese has over 17 years' experience in mergers and acquisitions. He is a graduate of Harvard College (Bachelor of Science, 1983), the Kennedy School of Government (Master of Public Policy, 1987), and the Harvard Law School (Juris Doctor, 1987).
Andrew Janko, - Red Deer, Alberta - Director
Mr. Janko has been an owner of Ultra Sales & Service Ltd., a private RV and auto sales and service company, since 1980. He is a successful venture capitalist and angel investor who is also the principal owner of shopping malls, oil & gas service companies and gaming corporations.
Robb McNaughton - Calgary, Alberta - Director
Mr. McNaughton has been a partner in the Securities and Capital Markets Group at the law firm Borden Ladner Gervais LLP since July 2013.
Prospective Management Team of the Resulting Issuer
Subject to completion of the Acquisition and receipt of the requisite approvals from the applicable gaming and regulatory authorities, including the Exchange, it is proposed that management team of the Resulting Issuer will be comprised of the individuals outlined below (the "Proposed Management Team"). The following is a brief description of the background and experience of the Proposed Management:
Kent Tong - Edmonton, Alberta - President, Chief Executive Officer and Director
Mr. Tong has been with eQube since its inception in 1999 and started as the Vice President of Information Technology. He assumed the role of Chief Operation Officer in 2000 and became the President and Chief Executive Officer in 2010. Mr. Tong has a Bachelor of Commerce degree from the University of Calgary.
Danielle Thorkelsson, CA - Edmonton, Alberta - Chief Financial Officer
Ms. Thorkelsson has been the Chief Financial Officer of eQube since August 2012. Ms. Thorkelsson began her career as an accountant with KPMG LLP in 1997 becoming a Chartered Accountant in 2000. From May 2006 to May 2010 Ms. Thorkelsson was the Finance Manager of Liquor Stores GP Inc., the General Partner of Liquor Stores Income Fund, a publicly listed income trust that participated in the retail liquor industry. Ms. Thorkelsson has a Bachelor of Commerce degree from the University of Alberta.
Trading Halt
The ordinary shares of Triox are currently halted from trading and are not expected to resume trading until completion of the Qualifying Transaction.
About eQube
eQube is a leading SaaS developer of electronic bingo and social casino games and systems in North America. Its proprietary games and mobile products provide new revenue channels to and enhance traditional bingo income for lottery, tribal and other gaming organizations. eQube has gained a majority market share of the Canadian regulated ebingo market. Upon completion of the Acquisition, eQube plans an expansion initially focused on Asia, the United States, Great Britain, Ireland and Australia.
eQube has been offering its proprietary systems to provincial gaming authorities and private industry since its incorporation under the Business Corporations Act (Alberta) in 1999. Its registered and head office is in Edmonton, Alberta.
Additional Information
Completion of the Acquisition as the Qualifying Transaction of Triox is subject to a number of conditions including, but not limited to, completion of an acceptable brokered financing, satisfactory due diligence by each of the Corporation and eQube and the investment dealer to the financing, approval of Triox shareholders and eQube voting shareholders of the JVA agreement, closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of shareholders, director, regulators and third parties that may be necessary or desirable, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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.
Cautionary Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the JVA, the Private Placement, the Proposed Board and the Proposed Management Team. The information about eQube and Catalyst contained in this press release has not been independently verified by the Corporation. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the Proposed Board and the Proposed Management Team will not join the board and management of the Resulting Issuer for any reason, that the parties will not proceed with the Qualifying Transaction, the JVA, the Private Placement and associated transactions, that the ultimate terms of the Qualifying Transaction, the JVA, the Private Placement and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the JVA, the Private Placement, the appointment of the Proposed Board and the Proposed Management Team and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Qualifying Transaction may change based on the Corporation's due diligence and the receipt of tax, corporate and securities law advice for both Triox and eQube. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, eQube, Catalyst, their securities, or their respective financial or operating results (as applicable).
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The shares in the capital of the Resulting Issuer have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.