Turquoise Capital Corp. Announces TSXV Conditional Acceptance, SEDAR Filing of Filing Statement and Short Form Offering Document
VANCOUVER, BC / CRWEPRESSRELEASE / August 31, 2015 / TURQUOISE CAPITAL CORP. (CVE:TQC.P)(“Turquoise“), a capital pool company, is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the “Exchange”) relating to its previously announced proposed qualifying transaction (the “Transaction”) with Vigil Technologies Inc. (“Vigil”).
A filing statement prepared in accordance with the requirements of the Exchange in connection with the Transaction has been filed with the Exchange and the applicable Canadian securities regulators on SEDAR and is available at www.sedar.com.
Short Form Offering Document Financing
Turquoise proposes to enter into an agency agreement with Wolverton Securities Ltd. (“Wolverton”) in connection with a previously announced financing (the “Offering”) to be completed by way of Short Form Offering Document in accordance with Exchange policies. The Offering will consist of 5,714,285 units (each a “Unit”) of Turquoise at a price of $0.35 per Unit for gross proceeds of $1,999,999.75.
Each Unit will continue to consist of one post-consolidation common share (each common share of Turquoise will be consolidated on the basis of one post-consolidation Turquoise common share for every 3 pre-consolidation Turquoise common shares prior to closing of the Transaction and Offering) of Turquoise and one-half of one share purchase warrant (each a “Warrant”), with each whole Warrant entitling the holder an additional post-consolidation common share of Turquoise at a price of $0.60 per post-consolidation common share for a period of 36 months from the closing date of the Offering. Turquoise will have the right to accelerate the expiry date of the Warrants if, at any time, the closing price of Turquoise’s common shares is equal to, or greater than $0.70 for 15 consecutive trading days after the date that is four months and a day following the closing of the Offering. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the date Turquoise gives notice to the Warrant holders that it has elected to exercise this acceleration right.
In consideration for its services under the Offering, Wolverton will receive a commission equal to 10% of the gross proceeds of any Units sold under the Offering. At the option of Wolverton, the commission may be paid in cash or by the issuance of Units or a combination thereof. Wolverton will also be granted a non-transferable option (the “Agent’s Option”) to purchase up to 10% of the number of Units sold under the Offering at an exercise price of $0.35 per Unit for a period of 5 years from the date of closing of the Offering. Each Unit will consist of one post-Consolidation common share of Turquoise and one-half of one non-transferable share purchase warrant (an “Agent Warrant”). The Agent’s Warrants will be on the same terms as the Warrants. In addition, Wolverton will also receive a corporate finance fee of $40,000 plus GST (the “Corporate Finance Fee”), of which $15,000 has been paid. At the option of Wolverton, the balance of the Corporate Finance Fee may be paid in cash or by the issuance of Units or a combination thereof. Also, Turquoise has agreed to pay the expenses reasonably incurred by Wolverton in connection with the Offering.
The Offering is to be completed in conjunction with closing of the Transaction. The proceeds of the Offering will be used to fund the development and marketing of Vigil’s wireless sensor network and general working capital purposes.
The filing of the Short Form Offering Document with the Exchange will occur immediately after the issuance of this press release.
Vigil was incorporated on June 4, 2010 under the laws of the province of British Columbia. Vigil is a research and development company specializing in the development of wireless sensor networks for security and life safety applications.
Turquoise was incorporated November 14, 2012 under the Business Corporations Act (British Columbia). Turquoise is a CPC as defined by the CPC Policy. On June 28, 2013, Turquoise completed its initial public offering and its common shares were listed for trading on the Exchange on July 3, 2013. As disclosed in its final prospectus dated April 15, 2013, Turquoise’s business has been restricted to the identification and evaluation of businesses or assets for the purpose of completing its Qualifying Transaction.
For further information please contact:
Turquoise Capital Corp.
John Da Costa, CFO
Information set forth in thisnews release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance.Turquoise cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyondTurquoise‘s control.Such factors include, among other things: risks and uncertainties relating toTurquoise‘s ability to complete the proposed Transaction;and other risks and uncertainties, including those described inTurquoise‘sFiling Statement dated August 25, 2015 (the “Filing Statement”) andShort Form Offering Document datedAugust31, 2015 filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation,Turquoise undertakes no obligation to publicly update or revise forward-looking information.
Completion of theTransaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, theTransaction cannot close until the required shareholder approval is obtained. There can be no assurance that theTransaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in theFiling Statement, 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposedTransaction and has neither approved nor disapproved the contents of this press release.
A halt in trading shall remain in place until after the Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE:Turquoise Capital Corp.