Indigo Sky completes Qualifying Transaction with Gatekeeper Systems Inc.
VANCOUVER, Feb. 25, 2013 /CNW/ - Indigo Sky Capital Corp. (IDS.P: TSX-V) (the "Company") successfully completed its qualifying transaction (the "Qualifying Transaction") with Gatekeeper Systems Inc. ("Gatekeeper") on February 19, 2013, as previously announced in news releases dated April 15, 2011; April 11, 2012; January 25, 2013 and February 19, 2013. Reference is made to the amended and restated filing statement of the Company dated January 15, 2013 (the "Filing Statement") which was prepared in accordance with the requirements of the TSX Venture Exchange (the "Exchange") and filed on SEDAR at www.sedar.com.
Pursuant to the Qualifying Transaction, the Company acquired all of the issued and outstanding common shares of Gatekeeper (the "Gatekeeper Shares"), whereby former Gatekeeper shareholders received one common share of the Company for each Gatekeeper Share held (the "Acquisition"). The outstanding common share purchase warrants of Gatekeeper were also exchanged for common share purchase warrants of the Company on a 1:1 basis. The Qualifying Transaction constitutes a reverse take-over, such that former Gatekeeper shareholders now own (on a non-diluted basis) approximately 57% of the outstanding common shares of the Company, not including 5,405,405 special warrants of the Company ("Special Warrants") which were issued to a shareholder holding 5,405,405 Class A Preferred shares of Gatekeeper. For more information about the Special Warrants, please see the Filing Statement.
The Company and Gatekeeper each closed, concurrently with the Acquisition, separate private placements which raised, in the aggregate, gross proceeds of $2,567,780.75.
The Company raised $2 million in gross proceeds pursuant to a Short Form Offering Document filed on SEDAR on January 18, 2013 (the "Short Form Offering") by offering units of the Company (each, a "Unit") at $0.25 per Unit. Each Unit consisted of one common share of the Company (a "Share") and one-half of a common share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Share at a price of $0.50 per Share during the 12 months following the date of issuance of the Warrant, provided that in the event the trading price of the Shares closes at or above $0.75 per Share for 10 consecutive trading days on the Exchange, the expiry date of the Warrants will be accelerated to the date that is 30 days from the date of the 10th consecutive trading day that the trading price of the Shares closes at or above $0.75. Canaccord Genuity Corp. acted as the agent for the Short Form Offering and received a 8% cash commission and Warrants equal to 8% of the Units sold under the Short Form Offering.
The Gatekeeper non-brokered private placement (the "Gatekeeper Private Placement") which commenced on February 2, 2012, raised gross proceeds of $567,780.75. Subscribers purchased Gatekeeper units ("Gatekeeper Units") at $0.25 per Gatekeeper Unit. Each Gatekeeper Unit consisted of one Gatekeeper Share and one-half of a Gatekeeper Share purchase warrant (a "Gatekeeper Warrant"). Canaccord Genuity Corp. and Mackie Research Capital Corporation received 118,400 Gatekeeper Warrants as finders' fee warrants for the introduction of potential sources of financing in connection with the sale of the Gatekeeper Units. The Gatekeeper Shares and Gatekeeper Warrants which comprised the Gatekeeper Units were exchanged for Shares and Warrants upon the completion of the Acquisition.
The board of directors of the post-Acquisition Company (the "Resulting Issuer") will consist of four directors: Gary Cope, John Oness, Douglas Dyment and Jonathan Jackson. In addition, Douglas Dyment will serve as President and Chief Executive Officer of the Resulting Issuer and Jonathan Jackson will serve as Chief Financial Officer and Corporate Secretary of the Resulting Issuer.
The completion of the Qualifying Transaction has received final approval of the Exchange. Upon completion of the Acquisition, there are on a non-diluted basis 33,268,655 Shares of the Resulting Issuer issued and outstanding (on a non-diluted basis), not including the Special Warrants.
Trading in the common shares of the Company was previously suspended on March 16, 2011. The Shares of the Resulting Issuer will commence trading under the symbol "IDS" upon the opening of the Exchange on Tuesday, February 26, 2013. The Company will continue to operate under the name "Indigo Sky Capital Corp." until a name change to "Gatekeeper Systems Inc." is approved by shareholders of the Resulting Issuer. The Resulting Issuer intends to seek shareholder approval of the name change at its next meeting of shareholders. When the Resulting Issuer changes its name to Gatekeeper Systems Inc., it also intends to change its trading symbol to "GSI".
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.
The Exchange has neither approved nor disapproved the contents of this press release.
Certain information in this press release may contain forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements with respect to final Exchange acceptance of the Qualifying Transaction. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators on SEDAR.
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.
About Gatekeeper Systems Inc.:
Founded in 1997, Gatekeeper Systems Inc. has provided total mobile video security solutions to over 3,500 customers and has installations in every State and Province in North America. Customers include School Districts, Public Transit, Law Enforcement and Military. Information about Gatekeeper can be found at www.gatekeeper-systems.com.
SOURCE: Indigo Sky Capital Corp.For further information:
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