ProSmart to Acquire DL Hockey in China
Momentum Public Relations
Press Release: March 5 2018
ProSmart Enterprises Inc. (TSXV:PROS) (“ProSmart” or the “Company”), a global online network, connecting sports fans, teams and brands, announces it has entered into a binding agreement (the “Agreement”) to acquire all of the issued and outstanding shares of DL Hockey Consulting (Shenzhen) Limited and DL Hockey Consulting Limited (combined, “DL Hockey” and the “Acquisitions”). DL Hockey operates a hockey club and skills camps in China, where 650 skating rinks are being built as part of its winter sports development plan in the run up to their hosting of the 2022 Winter Olympics. Of additional note, DL Hockey has built a national network of key hockey development relationships in China, which is one of the world’s largest and fastest-growing sports markets.
News Highlights
- ProSmart is acquiring DL Hockey – a well-established brand and operator of a hockey club and skills camps in China
- China is building 650 skating rinks in preparation for the 2022 Olympic Winter Games
- Chinese sports industry estimated to more than triple its US$223B (2016) value by 2025 (Bank of China report, 2017)
- Acquisition will provide ProSmart with instant access to China’s hockey community and industry as part of a trusted, established brand
ProSmart, which provides unprecedented access to the $1.3 trillion sports industry, works with over 1,500 governing bodies in more than 100 countries. With this acquisition, the Company will have successfully expanded its network into the Chinese sports market which, according to a 2017 Bank of China report, was estimated to be worth 1.5 trillion yuan (US$223 billion) in 2016 and on track to reach 5 trillion yuan by 2025.
Alan Schuler, Co-founder and CEO, states, “This is a highly-strategic deal which comes at a time when China’s Winter Olympics development plans have sent the sports industry into overdrive. DL Hockey has a strong, established presence in China and has built a tremendous reputation. This acquisition allows us to quickly and seamlessly integrate with China’s hockey community and industry which is expanding at an incredible rate. With over 65% of the population identifying themselves as sports fans, China has one of the largest sports markets in the world. With ProSmart’s global online network, unique content and unprecedented marketing platform, this acquisition has the potential to deliver considerable value for ProSmart shareholders and is part of our push into the Chinese market.”
ProSmart will retain the DL Hockey School brand and run hockey development programs under this banner. The company is now well positioned to leverage the momentum and credibility built by DL Hockey to expand ProSmart programs nationally in conjunction with the rapidly-growing community of rink developers and burgeoning hockey markets in China.
Says Doug Lynch, founder of DL Hockey, “I am extremely excited about joining the ProSmart family. The vision that Alan and senior management have created, aligns with my beliefs on the importance of youth sports for children of all ages. In a short time, I have truly connected with the players in our club, their families, as well as the Chinese culture. I remain dedicated to growing, not only hockey, but all other sports in China. The ProSmart learning platform is revolutionizing youth sports as well as training youth coaches and I feel grateful to be a part of the journey.”
About the Acquisitions
DL Hockey was founded by, and is wholly-owned by Doug Lynch, a former professional hockey player. DL Hockey has developed a national network of key hockey development relationships dedicated to the growth of hockey in China. With an impeccable reputation for operating highly effective hockey development camps, DL Hockey is a leading hockey growth organization in China.
Upon completion of the Acquisitions, Doug Lynch will join ProSmart as Vice President of Business Development in China and will be responsible for strategic leadership and operations of the Company’s China operations, including the growth of DL Hockey Schools nationally. Part of his compensation will be tied to a number of pre-established performance metrics.
Doug Lynch will collaborate with arena development partners to position ProSmart as the leading hockey development system in China. He will also collaborate with sponsors, brands, growth partners, and develop revenue opportunities designed to increase the growth of DL Hockey, ProSmart’s Chinese brand and ProSmart Enterprises Inc., its Canadian parent company.
The Agreement was signed on February 27, 2018 and the Acquisitions are expected to close on March 15, 2018 (“Closing”) and is subject to the approval of the TSX Venture Exchange and ProSmart’s Board of Directors. The purchase price is US$86,250 payable in ProSmart common shares (“Shares”) at a Share price equivalent to the ten (10) trading day volume-weighted average closing price of the Shares on the TSX Venture Exchange immediately prior to the public announcement of this Agreement. The Shares will be held in escrow or in a pooling agreement and will be released in equal quarterly installments over the 36 months following closing of the acquisition. The first installment will be released at Closing. This is an arms-length transaction with no finder’s fees involved.
Further Information About the Chinese Sports Market
The Chinese sports market is a massive opportunity for ProSmart:
- In a national strategy spearheaded by the General Administration of Sport, China plans to build 100 towns dedicated as centers of sporting excellence for various disciplines in coming years.
- According to market consultancy, Analysis, the total revenue generated from sponsorship, broadcasting and fan spending on winter sports events is expected to reach 160 billion yuan (US$26 billion) by 2025.
On behalf of ProSmart Enterprises Inc.
Alan Schuler
Co-Founder & Chief Executive Officer
About ProSmart Enterprises Inc.
ProSmart (TSX-V:PROS) is a global online network connecting sports fans, teams and brands and is an emerging leader in sports content marketing through online tools and mobile apps. ProSmart works with over 1,500 governing bodies in more than 100 countries and provides unprecedented access to the $1.3 trillion sports market through its proprietary marketplace engine. ProSmart is also the first-and-only company to provide educational content created exclusively by hall-of-fame and professional athletes, which has been a key driver in building the company’s online network and connecting with youth, amateur and professional sports fans and players. ProSmart is a publicly traded company listed on the TSX-V.
For more information on ProSmart and its platforms, please visit the following links:
ProSmart Inc.: http://prosmartinc.com
RosterBot Inc.: http://rosterbot.com
ProSmart Hockey: http://prosmarthockey.com
ProSmart Football (Soccer): http://prosmartfootball.com
Stay connected with ProSmart by following us on:
LinkedIn ( www.linkedin.com/company/prosmartsports )
CrunchBase ( www.crunchbase.com/organization/prosmart-sports-development-inc )
AngelList ( www.angel.co/prosmart-sports-development )For further investor information please contact:
Ty Summach, Chief Operating Officer
t: 1-844-927-6278 ext. 103
e: investment@prosmartsports.com
The shares of ProSmart Enterprises Inc. trade publicly on the TSX Venture Exchange under the symbol TSXV:PROS.
“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.”
To view the associated document to this release, please click on the following link:
public://news_release_pdf/ProSmart03052018.pdf
To view the original release, please click here
Source: ProSmart Enterprises Inc. (TSX Venture:PROS, FWB:1R6)
To follow ProSmart Enterprises Inc. on your favorite social media platform or financial websites, please click on the icons below.
- Published in Prosmart Enterprises
AREV Nutrition Sciences Inc. Announces a Reverse Takeover Transaction with we Grow BC Ltd.
Momentum Public Relations
Press Release: 2018-01-17
AREV Nutrition Sciences Inc. (” AREV ” or the “Company”) ( CSE – AREV ), is pleased to announce a binding agreement (the “Acquisition Agreement”) to acquire 100% of the issued and outstanding shares of We Grow BC Ltd. (“WGBC”).
WGBC is a private company strategically located in Creston British Columbia in the heart of the Kootenay’s, where BC grown marijuana originated, and holds a Cultivation License pursuant to the Access to Cannabis for Medical Purposes Regulations under Health Canada. The Company has scalable production facilities currently consisting of 100 acres of land with 100,000 square feet of indoor space of which 24,000 has been retrofitted for Phase 1 Cultivation.
The Acquisition Agreement provides for each shareholder of WGBC to receive 90,909 shares of AREV in exchange for each share of WGBC based on a $50,000,000 valuation of WGBC. It is anticipated a total of 100,000,000 AREV shares will be issued at a deemed price of $0.50 per AREV Share pursuant to the agreement.
AREV’s intention is to enter into an amalgamation by plan of arrangement where the amalgamation shall take place between a wholly owned subsidiary of AREV and WGBC.
AREV intends to call a Special Annual General meeting in order to approve the transaction and to affix its board of directors to 7 members of which 4 will be designated by WGBC.
The deemed aggregate value of $50,000,000 ($50 million) attributable to such 100,000,000 AREV shares shall be supported by a valuation of WGBC. Also, it is understood that the AREV shares to be issued by AREV to the WGBC Shareholders may be subject to certain resale restrictions including escrow requirements under applicable securities law and policies of the Canadian Securities Exchange (the “CSE”). ;
Both companies will have 5 business days from the date of execution of the Acquisition Agreement to provide the other party complete and commercially reasonable requests for due diligence.
The proposed acquisition of WGBC constitutes a fundamental change under the policies of the “CSE”. and shall be subject to shareholder and CSE approval. Accordingly, trading of AREV shares has been halted pending acceptance of the Acquisition Agreement by the CSE and the acceptance and posting of regulatory filings in connection with the Acquisition Agreement under the Company’s CSE profile.
“We believe this to be the perfect synergy between both companies, with AREV having the extraction technology and finished products and We Grow’s current 24,000 square feet grow facility and up to 100 acre cultivation abilities in the Kootenays,” stated Mike Withrow, AREV Chairman.
Further to the Company’s news release of October 31, 2017, the Company announces that it will not be proceeding with the letter of intent to acquire Verified Plant Genetics and a certain property in Parksville, British Columbia. The Company will revisit this transaction in the future.
For further information, contact Stephane Maher, CEO at stephane@arevnutrition.com.
On behalf of the Board,
Mike Withrow, Chairman.
About AREV Nutrition Sciences Inc.
AREV Nutrition Sciences Inc. (“AREV”) produces and delivers functional ingredients from its world-class extraction systems. AREV is revolutionizing the current delivery method of coconut oil, whey protein and nutrients through emulsification. These premium ingredients and products are targeted for the natural health, medical, functional food, nutraceutical, sport nutrition and bioceutical markets. AREV is also working with Pharmacy and Dispensary operators with an innovative emulsified base formula to disperse Cannabis oil extracts from specific selected genetic Cannabis strains that address 5 areas of health including Anxiety, Pain Management, Insomnia, Central Nervous System Disorders & Libido.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
FORWARD LOOKING INFORMATION
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws. This press release contains forward-looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks various risk factors discussed in the Company’s Management’s Discussion and Analysis under the Company’s profile on www.sedar.com.
- Published in AREV Nutrition Sciences
Tetra Bio-Pharma Enters into Agreement to Acquire Remaining 20% Interest in Phytopain Pharma Subsidiary
Momentum Public Relations
Press Release: January 2, 2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Corporation”) (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development, today announced that it has entered into a share purchase agreement (the “Purchase Agreement”) with entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation (collectively, the “Vendors”).
Under the terms of the Purchase Agreement, Tetra will acquire from the Vendors all of the remaining issued and outstanding common shares of Tetra’s subsidiary, Phytopain Pharma Inc. (“PPP”), currently held by the Vendors (representing 20% of the issued and outstanding shares of PPP) for an aggregate purchase price (the “Purchase Price”) of $12,425,089 (the “Transaction”). Upon completion of the Transaction, PPP will become a wholly-owned subsidiary of Tetra.
“Upon completion, this transaction will be a significant milestone for Tetra Bio-Pharma and all our stakeholders,” said Bernard Fortier, Tetra’s CEO.
“The two selling shareholders – our Chairman and our Chief Scientific Officer – are both committed to the long-term success of Tetra as evidenced by their agreement to accept shares in Tetra in lieu of an all- cash transaction. As well, a percentage of those shares are going to be released once certain key milestones for the company have been reached,” he said.
“This transaction will allow Tetra to gain 100% control of Phytopain Pharma, a key asset in the development of our pipeline of cannabinoid-based drugs and gives our company full flexibility to enter into other partnerships or agreements in the future.”
The Transaction is subject to customary closing conditions including, but not limited to, approval of the TSX Venture Exchange (“TSXV”) and any other approval that may be required by the TSXV.
The Transaction
Under the terms of the Purchase Agreement, the Purchase Price for the Transaction is comprised of the following:
- Cash: An aggregate cash payment of $248,000 (the “Cash Payment”). Under the terms of the Purchase Agreement, the Cash Payment is payable in escrow as of the signature of the Purchase Agreement and has been paid to the Vendors’ legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV. In addition, Tetra has agreed to pay the Vendors, immediately upon signature of the Purchase Agreement, a non-refundable amount of $200,000, payable out of the funds available for the Cash Payment, to induce the Vendors to provide an exclusivity of negotiation to the Purchaser for the Transaction.
- Promissory Notes: Promissory notes issued by Tetra to the Vendors in an aggregate principal amount of $2,236,696 (the “Notes”), which Notes are payable in accordance with a specified milestone schedule as described in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Notes have been delivered to the Vendors’ legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV.
- Tetra Shares: Common shares of Tetra (“Common Shares”) will be issued to the Vendors as follows:
- Upon completion of the Transaction, an aggregate of 2,485,218 Common Shares will be issued to the Vendors.
- Upon completion of the Transaction, 7,455,653 Common Shares will be issued to
Computershare Trust Company of Canada, as escrow agent (the “Escrow Agent”), to be held in escrow and released by the Escrow Agent under the terms and conditions set forth in the Purchase Agreement and the terms and conditions of an escrow agreement to be executed at closing by the Vendors, the Corporation and the Escrow Agent.
The Vendors under the Purchase Agreement are entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation and are therefore considered “non-arm’s length parties” under the rules of the TSXV. Mr. Rancourt and Mr. Chamberland have properly disclosed their respective interest in the Transaction to the board of directors of the Corporation.
The Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). While MI 61-101 would generally subject the transaction to minority shareholder approval and formal valuation requirements, the Corporation will avail itself of the exemptions applicable under Section 5.5(a) of MI 61- 101.
Mr. Rancourt currently has ownership or direction and control over (i) an aggregate of 465,000 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 0.37% of the issued and outstanding Common Shares on a non- diluted basis and approximately 4.66% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Rancourt are released to Mr. Rancourt or an affiliate of Mr. Rancourt in accordance with the Purchase Agreement, Mr. Rancourt would then have ownership or direction and control over (i) 5,435,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.20% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.17% of the issued and outstanding Common Shares.
Mr. Chamberland currently has ownership or direction and control over (i) an aggregate of 1,250,000 Common Shares, (ii) 350,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 1.00% of the issued and outstanding Common Shares on a non-diluted basis and approximately 4.32% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Chamberland are released to Mr. Chamberland or an affiliate of Mr. Chamberland in accordance with the Purchase Agreement, Mr. Chamberland would then have ownership or direction and control over (i) 6,220,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.78% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.70% of the issued and outstanding Common Shares.
Each of Mr. Rancourt and Mr. Chamberland proposes to acquire the common shares for investment purposes, and has no current intention to increase his beneficial ownership of, or control or direction over, securities of Tetra. These investments will be reviewed on a continuing basis and their holdings may be increased or decreased in the future.
The Transaction is subject to customary conditions including, but not limited to, approval of the TSXV. The Transaction has been unanimously approved by Tetra’s board of directors (with André Rancourt abstaining from voting) and Tetra anticipates that the Transaction will be completed in the first quarter of 2018.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid- based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products. More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
Neither the 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.
Forward-looking statements
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation’s ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Corporation, through its wholly-owned subsidiary, GrowPros MMP Inc., to obtain a licence for the production of medical marijuana; failure to obtain sufficient financing to execute the Corporation’s business plan; the success of the Rx Princeps™ product offering and inhalation device; guidance on expected sales volumes associated with the Rx Princeps™ product offering and inhalation device; competition; regulation and anticipated and unanticipated costs and delays, and other risks disclosed in the Corporation’s public disclosure record on file with the relevant securities regulatory authorities. Although the Corporation has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Tetra Bio-Pharma Inc.
Bernard Fortier, MBA
Chief Executive Officer
(514) 360-8040 Ext. 206
bernard.fortier@tetrabiopharma.com
www.tetrabiopharma.com
- Published in Medical Marijuana, Tetra Bio Pharma
PROPERTY ACQUISITION PROGRESS RESTATEMENT
Momentum Public Relations
Press Release: December 11, 2017
On Dec. 8, 2017, Crystal Lake Mining Corp. issued a property update and it wishes to add to and clarify several items contained therein.
The subject Emo, Ont., properties are specifically located in Dobie, Kingsford, Mather, Potts and Tait townships, in the Dogpaw Lake and Heronry Lake areas.
The company has commissioned Ronacher McKenzie Geoscience to prepare an independent technical report in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects — on the properties.
All claim blocks are within 60 kilometres of each other. The target is Ni-Cu-PGE (nickel-copper-platinum-group-elements) mineralization, however, the exact geological characteristics of the claim blocks remain to be determined.
The geological content of this press release was reviewed by Dr. Elisabeth Ronacher, PhD, PGeo, a qualified person in accordance with in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects.
About Crystal Lake Mining Corp.
Crystal Lake Mining is a mineral exploration/development company focused on creating value through the exploration and development of its British Columbia and Ontario mineral properties.
We seek Safe Harbor.
- Published in Crystal Lake Mining, Mining
Crystal Lake adds three properties to acquisition
Momentum Public Relations
Press Release: December 8 2017
Crystal Lake Mining Corp. has made progress on its acquisition of the minerals rights to the Emo, Ont., properties referred to in previous news as Property 1, Property 5, Property 7 and Property 8. The company agreed to purchase a 100-per-cent interest in those properties by paying $50,000 and issuing 10.5 million shares to Emerald Lake Development Corp., subject to a 2-per-cent net smelter royalty, 1 per cent of which may be purchased for $1-million.
The company received conditional approval to the acquisition on Nov. 14, 2017, which required, among other things, the preparation of a current geological report and demonstrated ability to finance the first stage of work on the properties. The company has commissioned Ronacher McKenzie Geoscience to prepare the requisite National Instrument 43-101 report on the properties, and, due to its recent fundraising initiatives, the company now has the financial resources necessary to finance the initial stage of consequently recommended exploration.
The company is pleased that acquisition has since been expanded to include additional properties known as Property 2, Property 3 and Property 4, and the added properties will be included without additional consideration. All of the claim blocks are in the same area and have similar geological characteristics to the EL1 and EL5 property blocks, which the company currently holds under option, targeting nickel, copper, cobalt and platinum group metal massive sulphides.
The company is expecting final approval shortly after the receipt of the pending geological report.
About Crystal Lake Mining Corp.
Crystal Lake Mining is a mineral exploration/development company focused on creating value through the exploration and development of its B.C. and Ontario mineral properties.
We seek Safe Harbor.
- Published in Crystal Lake Mining, Mining
Deep-South Resources Intends to Acquire 75 of the Inal Property Neighboring the Kinross Gold Mine
Deep-South Resources Intends to Acquire 75{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Inal Property Neighboring the Kinross Tasiast Gold Mine in Mauritania
Momentum Public Relations
Press Release: August 23, 2017
Deep-South Resources Inc. (” Deep-South ” or ” the Company “) (TSX-V: DSM) is pleased to announce that it has signed a letter of agreement (the “Letter of Agreement”) to acquire from Suricate SARL ( “Suricate” ), 75{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the INAL project, neighboring the Kinross Tasiast gold mine situated in the northwest of Mauritania.
Upon completion of a satisfactory due diligence, Deep-South shall acquire a 75{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} beneficial interest in the INAL project in consideration for a cash payment of
US $ 20,000.00 and the issuance of 500,000 common shares of Deep-South. The respective interests of both Parties will be held into a joint-venture company (Holdco).
Furthermore, Deep-South shall incur the following payments and shares issuance to Suricate:
On Cash Payments Shares Issuance
First Anniversary of Closing Date US$ 100,000 250,000
Second Anniversary of Closing Date US$ 100,000 250,000
Third Anniversary of Closing Date US$ 100,000 250,000
In addition to the above mentioned consideration, pursuant to the Letter of Agreement Suricate is entitled to a production bonus of US $ 1 million to be paid on the first day of commercial production commencement;
Deep-South shall finance all the exploration expenditures up to a production decision. Upon the day of a commercial production decision, Suricate shall contribute its share of the eventual mine development. Deep-South intends to hire Suricate to act as its representative in Mauritania for a period of 24 months from the Closing Date at a rate of US$2,500 per month.
Upon closing, Sparrowhawk Gold Limited, a geological consulting company, has analyzed the project and upon closing will receive a compensation of US $ 3,500 and 50,000 common shares of Deep-South. After the first anniversary of the Letter of Agreement, Deep-South shall retain the services of Sparrowhawk for the 3 subsequent years of the project for a cash compensation of US $ 10,000 per year and the issuance of 30,000 common shares per year .
The Letter of Agreement, and the transactions contemplated therein, including the shares issuance are subject to approval by the TSX Venture Exchange . All securities issued pursuant to the Letter of Agreement and to Sparrowhawk Gold Limited will be subject to a hold period of four months and a day from the date of issuance.
Mr. John Akwenye, Chairman of Deep-South stated, “We are delighted with this transaction. We are securing a large area in the heart of a promising area that already host a large gold mine and several discoveries. INAL has substantial exploration potential. It is a strong addition to our Haib copper project in Namibia. INAL is a quality asset that adds strong value for our shareholders.”
About the INAL Project: Gold and Lithium potential
The INAL project is situated within the Aoueouat Greenstone Belt of North West Mauritania (see maps at:https://www.deepsouthresources.com/projects/inal-property/ ). The project comprises two exploration licenses covering an area of 441 square kilometres located some 45 kilometres North East along trend from Kinross’s Tasiast gold deposit, and is adjacent to Kinross’s N’Daouas-Est and Algold’s Legouessi exploration licenses. The project covers prime granite greenstone belt terrain and host a number of geological structures extending from the Kinross licenses through, and onto, the INAL licenses. These structures, including a banded iron formation that hosts the Tasiast deposit, have the potential to host gold mineralization.
Furthermore, the INAL project also hosts a number of pegmatite bodies with confirmed spodumene and lepidolite mineralization. The pegmatite bodies have been identified by intermittence over a length of at least 40 km and a width of over 10 km, and represent very prospective targets for lithium mineralization.
North Western Mauritania is underlain by the South Western portion of the Reguibat Shield, which forms part of the West African Craton. The Reguibat Shield host Archaean age Greenstone Belts that bear many similarities to other Archaean age Greenstone Belts of the West African Craton, most notably in Ghana, Burkina Faso, Mali and others, which all host multi-million ounce gold deposits.
Clifford Fitzhenry; MSc, BSc (Hons), Pr.Sci.Nat., is responsible for the technical part of this press release and is the designated Qualified Person under the terms of National Instrument 43-101.
About Deep-South Resources Inc.
Deep-South Resources Inc. is a mineral exploration company largely held Namibian shareholders and Teck Resources Ltd, which holds about 35{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of Deep-South share capital. Deep-South is actively involved in the acquisition, exploration and development of major mineral properties. Deep-South currently holds 100{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of the Haib Copper project in Namibia, one of the largest copper porphyry in Africa. Deep- South growth strategy is to focus on the exploration and development of quality assets, in significant mineralized trends, c los e to infrastructure, in stable countries.
This press release contains certain “forward-looking statements,” as identified in Deep-South’s periodic filings with Canadian Securities Regulators that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Neither the 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.
- Published in Deep South Resources Inc., Mining, News Home
AtmanCo Announces Signature of a Letter of Intent for the Acquisition of VuduMobile
AtmanCo Announces Signature of a Letter of Intent for the Acquisition of VuduMobile
Momentum Public Relations
Press Release: August 16, 2017
AtmanCo inc. (“AtmanCo” or the “Company”) (TSX VENTURE:ATW) announces today the signature of a letter of intent for the acquisition of all of the outstanding shares of VuduMobile Inc. (“VuduMobile”).
VuduMobile in a well-established company in the text messaging business for enterprises through its unique, user-friendly and bilingual test messaging application et turnkey solution allowing management of text message management programs in all kind of businesses. Among others, VuduMobile was recently awarded a contract with Régie de l’Assurance Maladie du Québec following a tendering process for SMS alert services for appointments in Quebec medical clinics.
The letter of intent contemplates a purchase price of $600,000 and is subject to certain adjustments. No commission is payable and no change of control will result.
“We are proud to come to an agreement with VuduMobile on this strategic acquisition that would allow us to consolidate our position in the fast-growing text messaging and mobile marketing business, improve the quality of our products and our text messaging technologies as well as adding up to our team expertise in this promising market,” said Michel Guay, President and CEO of AtmanCo.
The closing of this transaction between AtmanCo and VuduMobile, which are dealing at arm’s length, is conditional among other things on AtmanCo carrying out a satisfactory due diligence on VuduMobile, obtaining financing with size, terms & conditions to be determined and obtaining all necessary regulatory approvals. Closing of the transaction is expected on or about October 31, 2017
ABOUT ATMANCO
AtmanCo (TSX VENTURE:ATW) is a leader in information technology, owner of several web platforms including VoxTel, Québec Rencontres, Atman and Bloomed. VoxTel offers various interactive landline and mobile phone solutions, as well as carrier billing and SMS features. Quebec Rencontres is a web and mobile social network application catered to building serious and sustainable relationships. Atman and its APIs enable companies to optimize their human capital. Bloomed is a cloud-based platform to manage data (smart data) on consumers and their behaviors, which is developed for marketing agencies and their campaigns for the consumer and corporate markets.
AtmanCo Inc.
Michel Guay
Founder, president and CEO
514.935.5959 ext. 301
mguay@atmanco.com
www.atmanco.com
Simon Bedard, CA, CPA, CFA, MBA
CFO
514.935.5959 ext. 304
sbedard@atmanco.com
- Published in Atmanco, Mobile Technology, News Home
AtmanCo Announces Signature of a Letter of Intent for the Acquisition of PlusMobile
AtmanCo Announces Signature of a Letter of Intent for the Acquisition of PlusMobile
Momentum Public Relations
Press Release: August 14, 2017
MONTREAL, QUEBEC–(Marketwired – Aug. 14, 2017) – AtmanCo inc. (“AtmanCo” or the “Company”) (TSX VENTURE:ATW) announces today the signature of a letter of intent with the shareholders of PlusMo Group for the acquisition of all of the outstanding shares of PlusMobile LLC (“PlusMobile”) and all of its subsidiaries. PlusMobile is part of the PlusMo Group which is controlled by the Zipilivan family.
PlusMobile, founded in 2005, has its head office located in Buenos Aires (Argentina) with activities in Colombia, Uruguay, Mexico and Central America. PlusMobile offers premium products on mobile phones with carrier billing agreements in 6 countries of Latin America, including 9 direct connections and 16 indirect connections. PlusMobile’s quality contents offered include mobile apps in the business segments of education, kids, entertainment (games, sports, videos) as well as mobile marketing via SMS such as contests. PlusMobile’s products, licensed or in partnerships, include well-known brands such as Discovery from Discovery Channel. For their audited financial year ended December 31, 2016, PlusMobile’s sales were $US 4.7 million.
The agreement also includes the signature by AtmanCo of an exclusive distribution agreement in North America for the MovyPark Mobile Parking solution, an innovative and turnkey mobile application for parking space management already in in use in large cities in South America and owned by MovyPay, another business of PlusMo Group.
The letter of intent contemplates a purchase price of $US 2.5 million and is subject to certain adjustments. No commission is payable and no change of control will result.
“We are proud to come to an agreement with PlusMobile on this strategic acquisition that would allow us to expand the distribution network of our existing and future products by adding strategic carrier billing connections in Latin America in a fast growing carrier billing market. This geographic diversification will allow us to distribute their Spanish language products in new markets in America, notably in the United States. PlusMobile manages all over Latin America more than 1.2 million subscribers with a strong recurring business model which should to continue to build up our valuable database. Finally, this acquisition should allow us to improve the Company’s financial health and predictability and to consolidate further our leader position in the carrier billing,” said Michel Guay, President and CEO of AtmanCo.
The closing of this transaction between AtmanCo and PlusMobile, which are dealing at arm’s length, is conditional among other things on AtmanCo carrying out a satisfactory due diligence on PlusMobile, obtaining the signature of an exclusive distribution agreement for the MovyPark Mobile Parking, obtaining financing with size, terms & conditions to be determined and obtaining all necessary regulatory approvals. Closing of the transaction is expected on or about October 15, 2017.
Forward-Looking Statements Disclaimer
Certain statements in this press release may be forward-looking. Such statements include those with respect to the closing of the acquisition of PlusMobile, the closing date thereof, the potential effect of that acquisition on the Company, the Company’s ability to raise funds and the use of the proceeds raised thereunder. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include the following: (i) All of the conditions for the transaction will be met. In particular, AtmanCo will complete a satisfactory due diligence on PlusMobile’s operations, finances, legal condition, etc., (ii) AtmanCo and PlusMobile’s shareholders will successfully negotiate and enter into a purchase agreement and other documents relating to the transaction, (iii) AtmanCo will successfully obtain the necessary regulatory approvals for the acquisition of PlusMobile on commercially-acceptable terms, (iv) the acquisition of PlusMobile will allow AtmanCo to achieve the anticipated synergies, in particular with respect to PlusMobile’s clientele, products and geographic markets, (v) AtmanCo will be successful in its efforts to identify and secure investors for its financing and (vi) AtmanCo’s management will not identify and pursue other business objectives using the proceeds of the financing. Factors that could cause actual results to differ materially from expectations include (i) the discovery in the course of the due diligence of negative factors with respect to PlusMobile that would prevent AtmanCo from proceeding with the acquisition, (ii) the failure of the negotiations between the parties with respect to the final documentation, (iii) the Company’s inability to achieve the anticipated synergies for any reason, including the refusal of PlusMobile’s clients to refuse to acquire AtmanCo’s services or technical issues that prevent the integration of AtmanCo’s systems with those of PlusMobile, (iv) the Company’s inability to secure investors for its financing, (v) the Company’s inability to make effective use of the funds raised for its financing, (vi) the Company’s inability to obtain the necessary regulatory approvals for the acquisition or its financing, (vii) labour disputes or the materialization of similar risks, (viii) a deterioration in capital market conditions that prevents the Company from raising the funds it requires on a timely basis and (ix) generally, the Company’s inability to develop and implement a successful business plan for any reason. A description of other risks affecting AtmanCo’s business and activities appears under the heading “Risks Factors and Uncertainty” on pages 9 and 10 of AtmanCo’s 2016 annual management’s discussion and analysis, which is available on SEDAR at www.sedar.com.
No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that AtmanCo will derive therefrom. In particular, no assurance can be given as to the future financial performance of AtmanCo. AtmanCo disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event, except as required under applicable law. The reader is warned against undue reliance on these forward-looking statements.
Additional information regarding the Company is available on SEDAR www.sedar.com
The TSX Venture Exchange and its Regulatory Services provider (as per meaning assigned to this term in TSX Venture Exchange’s policies) bear no liability as to the relevance or accuracy of this press release.
ABOUT ATMANCO
AtmanCo (TSX VENTURE:ATW) is a leader in information technology, owner of several web platforms including VoxTel, Québec Rencontres, Atman and Bloomed. VoxTel offers various interactive landline and mobile phone solutions, as well as carrier billing and SMS features. Quebec Rencontres is a web and mobile social network application catered to building serious and sustainable relationships. Atman and its APIs enable companies to optimize their human capital. Bloomed is a cloud-based platform to manage data (smart data) on consumers and their behaviors, which is developed for marketing agencies and their campaigns for the consumer and corporate markets.
SOURCE:
AtmanCo Inc.
Michel Guay, Founder, president and CEO
514.935.5959 ext. 301
mguay@atmanco.com
www.atmanco.com
Simon Bedard, CA, CPA, CFA, MBA
CFO
514.935.5959 ext. 304
sbedard@atmanco.com
Relevium Reports Revenue Growth in the First 50 Days of Business and Guidance Update
Relevium Reports Revenue Growth in the First 50 Days of Business and Guidance Update
Momentum Public Relations
Press Release: August 2, 2017
MONTREAL, QUEBEC–(Marketwired – Aug. 2, 2017) – Relevium Technologies Inc. (TSX VENTURE:RLV)(FRANKFURT:6BX) (the “Company” or “Relevium”) a publicly traded corporation strategically focused on the acquisition of e-retail brands, products and technologies in the health and wellness market is pleased to provide guidance on its strategy and focus for the balance of calendar year 2017.
Highlights
- Successful first 50 days of operations
- Since closing BioGanix acquisition: revenues of approx. C$ 700,000 (~53{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} increase over previous period last year)
- Guidance on expansion of BioGanix
- Guidance for M&A
- Guidance for technology builds
Successful first 50 days of operations
On June 6, 2017, Relevium acquired the assets and business of BioGanix, the Company’s first acquisition of e-retail assets. Management and the previous owner of BioGanix have been working diligently to ensure a smooth transition of the business. Jointly, careful detailed transitioning of the online operations has been ongoing in order to avoid any possible disruptions to the daily business operations.
The Company is happy to announce that the initial transition of the current business has been successful, and Relevium has recorded revenues of approximately CAD$700,000 since closing, representing a 52{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} increase over the previous period last year (47{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} increase taking into account the effect of FX fluctuations).
In the month of August, management will be working closely with the previous ownership to optimize operations and making additions to the current product offering.
Aurelio Useche, CEO, stated: “We are extremely pleased with the dedication and professionalism demonstrated by the previous ownership, the staff and our internal team during this initial phase of work.” Mr. Useche continued: “We look forward to this continued partnership as we move into the optimization phase of the transition.”
Guidance on Expansion of BioGanix
As part of the overall acquisition strategy, Relevium will spend considerable time in optimizing and developing the acquired e-retail business and brands starting with BioGanix. The Company’s model includes:
- Optimization of its marketing and product positioning strategies
- Overview of its current product line and launching of new products
- Creation and launch new brands and product segments
- Obtaining licenses or direct sourcing of exclusive products
- Joint Ventures for market expansions
Management is in discussions with potential partners in the above areas, including Hempco. As previously announced on May 10, 2017, the Company is currently working with Hempco to launch a vegan nutrition and vegan nutraceutical line to be launched in fall 2017 pending marketing studies and analysis.
Pierre Bertrand, Director and Member of the Strategy Committee, stated: “The board, in conjunction with the CEO, have established a clear plan for creating value through the newly acquired business of BioGanix.” Pierre Bertrand further stated: “We strongly believe that success in acquisitions is measured through acceleration of the inline business, based on excellence in execution of the underlying businesses acquired. As such, Relevium is committed to the success of the BioGanix business.”
Guidance on Future Acquisitions and Current Pipeline
In alignment with its overall business strategy, Relevium continues to build its pipeline of potential M&A targets. Although the list of targets is dynamic, the Company’s current pipeline represents a potential list of eight targets of interest totalling over $80M in Revenues and $24M in EBIT (all figures in Canadian Dollars).
Depending on several factors such as market conditions and ability to finance, the Company intends to execute on at least one other transaction by the end of 2017.
Guidance on Technology Development
Relevium Technologies is headquartered in Montreal, Quebec, a leading center for innovation in Big Data, Artificial Intelligence and Machine Learning. In addition to optimizing operations, marketing spend and brand equity, Management believes that an investment in Big Data and Artificial Intelligence will be of strategic importance in creating value for the Company and its shareholders.
Relevium has already entered into discussions with leading Montreal-based companies in this sector in order to evaluate and set the direction for the development of proprietary technologies. The envisioned technology builds will allow for data driven decision making for operations, product launches, brand building and marketing as well as any other facet of the business that may come to light during the process. The envisioned technology builds will benefit from continuous learning as datasets grow and the technology evolves.
The Company recognizes that certain key tools required to be a leader in the e-commerce industry are not commercially available. As such the Company will build artificial intelligence and machine learning solutions so as to ensure that it is at the bleeding edge of the industry and that portfolio brands outperform the market peer group.
Aurelio Useche, CEO of Relevium Technologies stated: “Success in e-commerce was traditionally linked to marketing spend and operations optimization. We believe that the current and future success of e-retail will not only depend on these two pillars, but also in understanding market trends and consumer behaviour data, an area of critical investment by Relevium.”
About Relevium Technologies
Relevium is a TSXV listed company focused on growth through the acquisition of businesses, products and/or technologies with a focus on e-commerce in the growing health and wellness sector. Relevium Technologies Inc. also holds patented intellectual property for the use of static magnetic fields for application on wearable devices.
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.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Readers should not place undue reliance on forward- looking statements and forward-looking information and are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
On Behalf of the Board of Directors
RELEVIUM TECHNOLOGIES INC.
Aurelio Useche, President and CEO
Renmark Financial Communications Inc.
Steve Hosein
(416) 644-2020 or (514) 939-3989
shosein@renmarkfinancial.com
www.renmarkfinancial.com
Relevium Technologies Inc.
investors@releviumtechnologies.com
www.releviumtechnologies.com
https://www.facebook.com/releviumcorp/
Tweets by RELEVIUMCORP
https://www.linkedin.com/company-beta/10345441/
- Published in Life Sciences, News Home, Relevium Technologies, Technology