05:17:02 EDT Thu 02 May 2024
Enter Symbol
or Name
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CA



Wedona Capital Inc
Symbol WCI
Shares Issued 4,000,000
Recent Sedar Documents

ORIGINAL: Wedona shares to resume trading July 15

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

Received by email:

File: Wedona release 2013-07-11.docx

WEDONA CAPITAL TO RESUME TRADING,  PROVIDES UPDATE ON QUALIFYING TRANSACTION AND ANNOUNCES FILING OF PRELIMINARY PROSP
--->ECTUS
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
TORONTO, ONTARIO, JULY 11, 2013 - Wedona Capital Inc. ("Wedona" or the "Company") (TSX-V:WCI.P) announces that its sha
--->res will resume trading on the TSX Venture Exchange (the "TSXV") on July 15, 2013.  Wedona is a Capital Pool Company l
--->isted on the TSXV.  Its shares were halted in connection with entering into a Letter of Intent dated December 14, 2012
---> (as amended March 13, 2013) (the "Letter of Intent") 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 pol
--->icies of the TSXV (the "Transaction").  The Transaction is an arm's length transaction and will not be subject to appr
--->oval 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 (the "Amalgamation Agreement") dated June 28, 2013 between Wedona, ISIS and a ne
--->wly incorporated subsidiary of Wedona, Wedona and ISIS have agreed to complete the Transaction by way of a three-corne
--->red amalgamation, which will effectively result in Wedona acquiring all of the issued and outstanding securities of Is
--->is in exchange for an aggregate of 24,933,333 common shares in the capital of Wedona ("Wedona Shares"). These shares w
--->ill have a deemed price of $0.30 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 prospe
--->ctus offering (the "Financing") to raise gross proceeds of a minimum of $3,000,000 and a maximum of $6,000,000.  In co
--->nnection with the Financing, Wedona has filed a preliminary prospectus with the securities regulatory authorities in A
--->lberta, British Columbia and Ontario in respect of an offering of units of Wedona ("Units"), which has not yet become 
--->final for the purpose of the sale of securities. A copy of the preliminary prospectus is available on SEDAR (www.sedar
--->.com). The Financing is proposed to be for a minimum of $3,000,000 and a maximum of $6,000,000 consisting of up to 20,
--->000,000 Units at a price of $0.30 per Unit.  Each Unit will consist of one Wedona Share and one-half of one common sha
--->re purchase warrant, each full warrant being exercisable into one Wedona Share at an exercise price of $0.45 for a per
--->iod of 24 months from the closing of the Financing.  The Units under the Financing are being offered, on a commerciall
--->y reasonable efforts basis, by Mackie Research Capital Corporation. In connection with closing of the Financing, Macki
--->e Research Capital Corporation will be paid a cash commission of 8% of the gross proceeds raised under the Financing a
--->nd an agent fee of $30,000, will be issued 33,334 Wedona Shares and will be granted options to purchase that number of
---> Units equal to 8% of the Units sold in the Financing, at a price of $0.30 per Unit.  The Financing replaces the previ
--->ously 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 $2,000,000. 

In addition, prior to closing of the Transaction, Isis may complete a financing (the "Isis Debenture Financing") of up
---> to $1,000,000 by the offering of convertible debentures and warrants of Isis. As at July 10, 2013, Isis has issued $5
--->12,500 principal amount of debentures and issued 195,000 warrants under the Isis Debenture Financing. The total offeri
--->ng may result in the issuance of up to 400,000 warrants of Isis, with each such warrant being exercisable into one com
--->mon share of Isis at an exercise price of $0.25 per share in the first year from the date of issue and thereafter at $
--->0.30 per share until the earlier of the date that is 24 months from the closing of the Transaction and December 31, 20
--->15 (or at such other prices that may be acceptable to the TSXV). It is intended that, on closing of the Transaction, e
--->ach outstanding warrant of Isis will be exchanged for a warrant of Wedona entitling the holder to acquire one Wedona S
--->hare at the same price and during the same exercise period as set out above, subject to such amendments that may be re
--->quired by applicable law. The debentures issued by Isis under the Isis Debenture Financing are unsecured and bear inte
--->rest at the rate of 24% 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 2,000,000 of such escrowed shares
---> (the "Seed Shares") at a price of $0.075 per share to certain directors and officers of Isis and other persons, subje
--->ct to the approval of the TSXV.  In addition, in connection with the Transaction Wedona has agreed to issue 1,355,000 
--->Wedona Shares to Parolini Family Holdings Limited as a finder's fee on closing.

Assuming satisfactory completion of due diligence by Wedona and satisfaction or waiver of conditions precedent, comple
--->tion of the Transaction is anticipated by August 31, 2013 or such later date mutually agreed to by Wedona and Isis (th
--->e "Closing Date").  The Amalgamation Agreement provides for, among other things, the definitive structure of the Trans
--->action and the conditions precedent that are standard for a transaction of this nature, including receipt, by both Isi
--->s and Wedona, as required, of all regulatory, board, shareholder and third party approvals including TSXV approval. Co
--->mpletion of the minimum offering of $3,000,000 under the Financing is also a condition precedent to completion of the 
--->Transaction. A copy of the Amalgamation Agreement is available on SEDAR (www.sedar.com).

Following completion of the Transaction, the Company will carry on the business of Isis and all of the directors of We
--->dona will resign in favor of nominees of Isis, whom are expected to be Daniel Kajouii, Tito Gandhi, Michael Davidson, 
--->Bernie Wilson and Norm Inkster.  It is also expected that, post-Transaction, 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 4,000,000 Wedona Shares issued and outstanding.  In addition, Wedona has 200,000 outstanding opti
--->ons each with an exercise price of $0.10 and 200,000 agent's options each with an exercise price of $0.10.  Upon compl
--->etion 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 agent's options issued and out
--->standing.  Upon completion of the Transaction and after taking into account the transfer of the Seed Shares, but witho
--->ut taking into account the completion of the Financing, the current holders of Wedona Shares will own approximately 6.
--->6% of the issued and outstanding common shares of the resulting issuer (on a non-diluted basis) and the current Isis s
--->hareholders will own approximately 88.9% 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 requiremen
--->ts of the TSXV, if applicable.  Upon completion of the Transaction and the Financing, it is expected that only the fol
--->lowing persons will own 10% or more of the issued and outstanding common shares of the resulting issuer on a fully dil
--->uted basis: Tito Gandhi, Stan Bharti and Daniel Kajouii.

The Wedona Shares were halted from trading pending the filing with and review by the TSXV of satisfactory documentatio
--->n in connection with the Transaction. The Wedona Shares will resume trading on July 15. 2013.

Mackie Research Capital Corporation, 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 TSXV.  An agreement to sponsor should not be considered as an assurance with respect to the meri
--->ts 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 specialize
--->s in the development of online Bingo and Social Gaming software and related services. Isis has developed a gaming plat
--->form which has embedded bingo and other related offerings to the female demographic in a social manner.  The Isis Mult
--->i-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 the Isis software portfolio incl
--->udes 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 Corp'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 o
--->n April 24 2013 in San Francisco.
The current shareholders of Isis are Daniel Kajouii, Tito Gandhi, Stan Bharti, Frank Waszkun, Julian Bharti, Don Macki
--->nnon, Chris Kajouii, Farshad Kajouii, Nejib Abba Biya, Greg Mcknight, Julian Doyle, Felicia Capone, Ian Campbell, Mich
--->ael 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 Biy
--->a and David Downer of Ontario Canada.

Daniel Kajouii - Proposed Director, President and CEO, and Principal Shareholder of the Resulting Issuer

Mr. Kajouii has been the President and CEO of ISIS since its founding. Mr. Kajouii was founder and President of 1 Gami
--->ng Inc., a privately held company in the business of software development, from 2001 to 2006. Subsequent to his work w
--->ith 1 Gaming Inc. Mr. Kajouii has provided consulting services to various companies in the online media and entertainm
--->ent industry.  He is frequently consulted by industry publications and industry leaders on the current state and the f
--->uture of online bingo. His work has been published by internet gaming publications including iGaming Business and E-ga
--->ming Review.  Mr. Kajouii has also spoken on the same subject at industry events in the past. His 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. 

Ian Campbell, CPA, CA, MBA - Proposed CFO of the Resulting Issuer

Mr. Campbell has been a partner with Hawton Campbell Chartered Accountants since 1996. He commenced his career with Pe
--->at, Marwick Mitchell and Company (now KPMG) and received his C.A. designation while with BDO Ward Mallette (now BDO Ca
--->nada) in 1991. He earned his MBA 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.

Tito 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 year
--->s. During his time he has bought, operated, restructured, and sold a number of companies. In 1996 he founded and serve
--->d as President and CEO of Office Solutions Group, a technology solution provider that was acquired by Imagistics/Oce i
--->n 2004, which was subsequently acquired by Canon Japan. From March, 2007 to present Mr. Gandhi has been CEO of Raj Gam
--->ing 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, UK. 

Michael 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 coach
--->ing and mentoring to C-Level suite executives to enable business opportunities to translate into operational activitie
--->s and profit.  From 1997 to 2011, Mr. Davidson was Chief Information and Privacy Officer at Apotex Inc., a pharmaceuti
--->cal 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.

Bernie Raymond 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 C
--->anada, 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 Institute of Corporate Directors ("ICD") Governance Award by his peers i
--->n the Director community. This honour recognizes individuals who have demonstrated superior effort and commitment to a
--->dvancing Corporate Governance in Canada consistent with the goals of the ICD. Mr. Wilson was a partner and the Vice Ch
--->airman of PricewaterhouseCoopers until 2005, and has been a corporate director on a number of public and private Canad
--->ian and international businesses and an investor in emerging companies, particularly in the resource industry.

Norm Inkster - Proposed Director of the Resulting Issuer

Mr. Norm Inkster, OC served as 18th Commissioner of the Royal Canadian Mounted Police, from 1987 to 1994. From 1992 un
--->til 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 r
--->eform 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 Incorporated since 2006. He was award
--->ed the Gusi Peace Prize in 2011.

Chris Kajouii - Proposed Vice President - Operations of the Resulting Issuer 

Chris Kajouii has worked in operations in the online gaming industry since 2002. With an academic background in scienc
--->e, research and consulting, Chris Kajouii brings a level of online gaming management experience that dates back to the
---> industry's founding. Additionally, Chris Kajouii holds a science degree from McMaster University (Ontario, Canada) an
--->d has additional experience in non-profit, government relations, and seed-stage organizations. Chris Kajouii will work
---> full-time with the Resulting Issuer. Chris Kajouii has been the Vice President of Operations of ISIS since May 2011. 
--->Prior to this, Chris was an Analyst with the Government of Canada.

Stan Bharti - Principal Shareholder of the Resulting Issuer

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 audited financial statements of Isis for the twelve month fiscal period from January 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, TS
--->XV acceptance and, if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Whe
--->re 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 Tra
--->nsaction, any information released or received with respect to the Transaction may not be accurate or complete and sho
--->uld 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 o
--->f the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and neither of the foregoing enti
--->ties 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", "proj
--->ected", "estimated" and similar expressions and statements relating to matters that are not historical facts are inten
--->ded to identify forward-looking information and are based on the Company's current belief or assumptions as to the out
--->come and timing of such future events. Actual future results may differ materially. In particular, this release contai
--->ns forward-looking information relating to the intention of the parties to complete the Qualifying Transaction and the
---> Financing. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or pro
--->jections set out in forward-looking information. Those assumptions and factors are based on information currently avai
--->lable to the Company. The material factors and assumptions include the parties to the Amalgamation Agreement being abl
--->e to obtain the necessary director, shareholder and regulatory approvals; TSXV policies not changing; and completion o
--->f satisfactory due diligence. Risk Factors that could cause actual results or outcomes to differ materially from the r
--->esults 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 Company 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 Com
--->pany is not obligated to update or revise any forward looking information, whether as a result of new information, fut
--->ure events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and ass
--->umptions contained herein, investors should not place undue reliance on forward looking information. The foregoing sta
--->tements 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 
--->the United States. The securities have not been and will not be registered under the United States Securities Act of 1
--->933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the Uni
--->ted 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.

The preliminary prospectus referenced in this news release is subject to completion or amendment. There will not be an
--->y  sale or any acceptance of an offer to buy the Units until a receipt for the final prospectus has been issued.

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



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