19:19:42 EDT Thu 02 May 2024
Enter Symbol
or Name
USA
CA



Wedona Capital Inc
Symbol WCI
Shares Issued 4,000,000
Close 2012-12-11 C$ 0.12
Market Cap C$ 480,000
Recent Sedar Documents

ORIGINAL: Wedona Capital to acquire Isis Lab as QT

2012-12-20 13:24 ET - News Release

Received by email:

File: pr 2012.12.20.pdf

 WEDONA CAPITAL ANNOUNCES PROPOSED QUALIFYING TRANSACTION TO
                     ACQUIRE ISIS LAB INC.

         NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

TORONTO, ONTARIO, DECEMBER 20,  2012 � Wedona Capital Inc. ("Wedona" or the
"Company") (TSX-V:WCI.P), a Capital Pool Company listed on the TSX Venture
Exchange (the "TSXV") has entered into a Letter of Intent dated December 14, 2012 with a
private Ontario company, Isis Lab Inc. ("Isis") pursuant to which Wedona has agreed,
subject to certain conditions, to acquire Isis as its Qualifying Transaction under the
policies of the TSXV (the "Transaction"). 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. Upon completion thereof, it is expected that the Company will be a Tier
2 Technology Issuer.
Pursuant to the letter of intent, Wedona has agreed to offer to acquire 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 ("Wedona Shares"). In addition, Isis may complete a financing of up to
$600,000 by the offering of debentures and warrants. This offering may result in the issuance of
up to 240,000 warrants and it is intended that each such warrant would have the right to acquire
one Wedona Share on closing of the Transaction. These warrants will expire two years from the
date of issue and have an exercise price of $0.25 per share during the first year from the date of
issue and an exercise price of $0.30 per share during the second year from the date of issue. The
debentures issued by Isis as part of this offering would be repaid on closing of the Transaction.
As part of the Transaction, current holders of escrowed common shares of Wedona shall sell all
2,000,000 of such escrowed shares (the "Seed Shares") at a price of $0.075 per share to certain
principals of Isis who will be directors or officers of the Company on closing of the Qualifying
Transaction, subject to the approval of the TSXV. It is expected that on completion of the
Transaction the shareholders of Isis shall own 85% of the issued and outstanding shares of the
Company including the shares to be issued on the exercise of the outstanding options and
warrants issued by Wedona (but excluding the shares to be issued pursuant to the Financing, as
hereinafter defined and excluding the transferred Seed Shares).

Assuming satisfactory completion of due diligence by Wedona, it is anticipated that a definitive
agreement will be entered into by no later than January 31, 2013 and completion of the
Transaction by no later than March 31, 2013 or such later date mutually agreed to by Wedona
and Isis (the "Closing Date"). The definitive agreement will provide for conditions precedent that
are standard for a transaction of this nature, including receipt, by both Isis and Wedona, as
required, of all regulatory, board and third party approvals including TSXV approval. It will also
be a condition precedent of the Transaction that Isis shall have completed on or before the
Closing Date one or more financing transactions, at an effective price per share not less than
$0.20 per Wedona share to raise not less than $2,000,000, subject to approval of the TSXV
(collectively, the "Financing").

Following completion of the Transaction, the Company will carry on the business of Isis and all
of the directors of Wedona will resign in favor of nominees of Isis, being Daniel Kajouie, Tito
 Gandhi, Michael Davidson, Bernie Wilson and Norm Inkster. It is expected that Daniel Kajouie
will also become the President and Chief Executive Officer of Wedona, post-Transaction and
Tito Gandhi will become the Chief Financial Officer.

Currently, there are 4,000,000 Wedona Shares issued and outstanding. In addition, Wedona has
200,000 outstanding options each with an exercise price of $0.10 and 200,000 agent's options
each with an exercise price of $0.10. Upon completion of the Transaction and the Financing, it is
anticipated that the resulting issuer will have 39,333,333 common shares calculated on a fully
diluted basis plus up to 240,000 warrants. After the transfer of the Seed Shares, the current
holders of Wedona Shares will own approximately 5% of the issued and outstanding common
shares of the resulting issuer. Shareholders of Isis, together with participants in the Financing
will own approximately 94% of the combined entity. The shares to be issued pursuant to the
proposed Transaction will be subject to the escrow requirements of the TSXV, if applicable.
Upon completion of the Transaction and the Financing, it is expected that only the following
persons will own 10% or more of the issued and outstanding common shares of the Company on
a fully diluted basis: Tito Gandhi, Stan Bharti and Daniel Kajouie.

The shares of Wedona are currently halted from trading and shall remain so until completion of
the Transaction, or until satisfactory documentation to allow a resumption of trading is filed with
and reviewed by the TSXV.

PI Financial Corp., 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.
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 Inc. - Bingo & Social Media � Proprietary Software

Isis is a privately held corporation incorporated pursuant to the Business Corporations Act
(Ontario). Isis specializes in the development of online Bingo and Social Gaming software and
related services. Isis has developed the latest gaming platform which has embedded bingo and
other related offerings to the female demographic in a social manner. The Bingo software of Isis
has been designed to provide the variety of styles that are in demand by the international
community. Players want to play their favourite games using their language and their currency
and in a style that is familiar to them. Clients of Isis want to provide that flexibility through a
customized site that sets them apart from their competitors. Isis technology makes both of these
objectives possible. Isis utilizes state of the art technology to develop quality games that are
compatible across all platforms. The Isis Multi-Player 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 to its wide variety of bingo gaming
options, the Isis software portfolio includes a completely integrated and fully functional Social
Media Network which for the first time, allows end users a social experience within a fully
regulated gambling environment. Unique to Isis clients, is the ability to access a wealth of new
information based on social and behavioral patterns surrounding the all gaming activities of
patrons resulting in prolonged player lifespan and a bigger bottom line for clients of Isis.
 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 Corp's support services are available to Isis's licensees.
With an open 24 hours policy, 33 full time staff and backed by over 12 years of industry
expertise, Tech Channel Corp is able to offer Isis licensees the necessary support to compete in
today's competitive regulated markets.

Cladstone Ltd., the first licensee of Isis, is fully regulated and licensed from the Isle of Man, has
now been in operation in the UK since August 2011 and has been achieving positive results
proving Isis software is fulfilling a critical need in the market. Following the success of
Cladstone, Isis will be pursuing a strategy to license its bingo software in other regulated
jurisdictions. In addition Isis has been developing its mobile platform which is expected to be
launched early in 2013.

The current shareholders of Isis are Daniel Kajouie, Tito Gandhi, Stan Bharti, Frank Waszkun,
Julian Bharti, Don Mackinnon, Chris Kajouii, Farshad Kajouii, Nejib Abba Biya and Greg
Mcknight all of Ontario, Canada, Sean Merat and Sohrab Merat of British Columbia, 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.

It is expected that upon completion of the Transaction, the management of Wedona will be
reconstituted with Daniel Kajouie being appointed as President and Chief Executive Office and
Tito Gandhi being appointed as Chief Financial Officer. Similarly, following the Transaction,
the Board of Directors of Wedona would be reconstituted with the appointment of Daniel
Kajouie, Tito Gandhi, Michael Davidson, Bernie Wilson and Norm Inkster.

Daniel Kajouie � Proposed Director, President and C.E.O., and Principal Shareholder

Daniel was founder & President of 1 Gaming Inc. from 2001 to 2007. During this time, he saw
the company evolve from a small team of developers to one of the world's leading providers of
online bingo software, specializing in the female demographic. By 2005, 1 Gaming had
successfully delivered to and powered some of the most recognized bingo brands online such as
MariaBingo.com, Bingo.com, Bettsson's Bingo, Bingo Room network and many more. 1
Gaming was the first to develop many bingo features that were required in order to compete in a
rapidly growing industry. Amongst these was the creation and deployment of the first truly
multi-language and multi-currency bingo network, enabling European countries to interact and
play bingo under one brand for the first time. 1 Gaming's software was purchased by Unibet's
MariaBingo in 2006, and continued to power its multi-million dollar business until January of
2011. Daniel is frequently consulted by industry publications and industry leaders on the current
state and the future of online bingo. His work has been published by some of the most widely
read Internet Gaming publications (iGaming Business, E-gaming Review) and has spoken on the
same subject at major industry events in the past. Daniel's most recent articles, entitled "Online
Bingo and the Social Graph" and "Online Bingo: Its Future in Technology", were published in
iGaming Business magazine's January 2012 issue and IGB Affiliate magazine's November 2012
issue, respectively.
 Tito Gandhi � Proposed Director, C.F.O., and Principal Shareholder

Tito has been a technology entrepreneur for the past 20 years. During this time he has bought,
operated, restructured and sold a number of companies. He was founder and President and CEO
of the Office Solutions Group, a technology solution provider which was acquired by
Imagistics/Oce in 2004, which was subsequently acquired by Canon Japan. Tito is a Director of
several private and public companies.

Bernard R.Wilson � Proposed Director

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 advisor in
corporate finance and investment banking and has extensive experience in major financial
restructurings as an advisor on international trade and commerce issues. In 2009 Mr. Wilson was
awarded the first ever 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 is
currently Vice Chairman of PWC, 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.

Norm Inkster � Proposed Director

Mr. Norm 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. In 2006 Inkster Group was acquired by
Navigant Consulting where Inkster served as a managing director. He was awarded the Gusi
Peace Prize in 2011.

Michael Davidson � Proposed Director

Mr. Davidson is also concurrently the President of Amamus Consulting Inc. which provides
coaching and mentoring to C-Level suite 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. (TSX-V:VVI) from April, 2000 to December, 2002. Mr.
Davidson obtained a Bachelor of Science degree from York University

Stan Bharti � Principal Shareholder

Stan Bharti has over 25 years of experience in operations, public markets and finance. Over the
last ten years Mr. Bharti has been involved in acquiring, restructuring and financing. He is a
Professional Mining Engineer and holds a Masters 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 unaudited financial statements of Isis for the nine month fiscal period from January 1, 2012
contains the following information for that period:

                 Revenue:          $122,024

                 Expenses:         $1,355,167

                 Net Loss:          ($1,233,143)

                 Assets:           $2,243,784

                 Liabilities:      $232,385 

Completion of the Transaction is subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority
shareholder approval. Where applicable, the transaction cannot close until the required
shareholder approval has been 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 management information circular or filing statement
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.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of
the Transaction and neither of the foregoing entities accepts responsibility for the adequacy or
accuracy of this release or has in any way approved or disapproved of the contents of this press
release.

For further information, please contact:

Wedona Capital Inc.
Randy Clifford, President and Chief Executive Officer
Telephone: 780-466-6006

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to
future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are
intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as
to the outcome and timing of such future events. Actual future results may differ materially. In particular, this
release contains forward-looking information relating to the intention of the parties to complete the Qualifying
Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or
 projections set out in forward-looking information. Those assumptions and factors are based on information
currently available to the Corporation. The material factors and assumptions include the parties to the LOI being
able to obtain the necessary director, shareholder and regulatory approvals; TSXV policies not changing; and
completion of satisfactory due diligence. Risk Factors that could cause actual results or outcomes to differ materiall
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from the results expressed or implied by forward-looking information include, among other things: conditions
imposed by the TSXV, the failure to obtain the required approval for the Transaction; changes in tax laws, general
economic and business conditions; and changes in the regulatory regime. The Corporation cautions the reader that
the above list of risk factors is not exhaustive. The forward looking information contained in this release is made as
of the date hereof and the Corporation is not obligated to update or revise any forward looking information, whether
as a result of new information, future events or otherwise, except as required by applicable securities laws. Because
of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward
looking information. The foregoing statements expressly qualify any forward looking information contained herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in 
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United States. The securities have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.Securities Act and applicable state securities laws or an
exemption from such registration is available.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with
this restriction may constitute a violation of U.S. Securities laws..
 


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