/NOT FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES/
TORONTO, May 19, 2015 /CNW/ - 71 Capital Corp. (the "Corporation") (TSXV-NEX: SVN.H) announced today that it has entered into a letter of intent (the "Letter of Intent") whereby the Corporation will acquire all of the issued and outstanding securities (the "Prodigy Shares") of TCB Corporation doing business as Prodigy Ventures ("Prodigy Ventures") in exchange for the issuance of common shares and restricted voting shares (as described below) to the shareholders of Prodigy. The acquisition of the Prodigy Shares will constitute the Qualifying Transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the TSX Venture Exchange (the "Exchange").
It is anticipated that the acquisition of the Prodigy Shares will be effected through the amalgamation of a wholly owned Ontario subsidiary ("SubCo") of the Corporation and Prodigy Ventures. The vendors of the Prodigy Shares are Tom Beckerman of Toronto, Ontario, Andrew Kieran of Toronto, Ontario through his Ontario company Mobistrat Consulting Ltd., Paul Andrusyshyn through his Canada company 7797958 Canada Corp., and Hussein Vastani of Toronto, Ontario.
Prodigy Ventures is a "venture builder", creating new business platforms and applications in many of the highest growth technology segments: mobile video, wearables, proximity marketing, mobile payments, augmented reality, 3D and social. The Corporation is a capital pool company.
Terms of Qualifying Transaction
Pursuant to the terms of the Letter of Intent, subject to completion of satisfactory due diligence, a definitive amalgamation agreement (the "Agreement") and receipt of applicable approvals, SubCo will amalgamate with Prodigy Ventures and the shareholders of Prodigy Ventures will receive common shares and restricted voting shares (as described below) in the capital of the Corporation in exchange for their shares of the new amalgamated company.
The Qualifying Transaction is an arm's length transaction. No insiders of the Corporation own securities in Prodigy Ventures and no insiders of Prodigy Ventures own securities in the Corporation. It is likely that the Corporation will complete a 2 (old shares) for 1 (new share) consolidation of its shares and a name change in connection with the Qualifying Transaction. The Corporation intends to call a meeting of its shareholders in the near future in order to approve the consolidation and name change and deal with annual general business.
Upon completion of the Qualifying Transaction, Prodigy Ventures will be a wholly owned subsidiary of the Corporation and the Corporation will be engaged in the business of Prodigy Ventures.
Prodigy Ventures was incorporated under the laws of Ontario in 1992 and is based in Toronto, Canada. Prior to April 1, 2014, the company did business under its legal name, TCB Corporation, providing the consulting services of Tom Beckerman to a small group of clients. On April 1, 2014, the company took on two minority shareholders and eight initial subcontractors, rebranded as Prodigy, and began to perform technology services work for Canadian banks. In its first fiscal year doing business as Prodigy, the company grew to over thirty employees and subcontractors. The audited financial statements for the year ending March 31, 2015 show revenue of $2,730,698, net earnings of $159,229, and year-end cash of $347,582. During the year, research and development costs, to develop new platforms and applications, of $137,348 were expensed.
Prodigy Ventures is a "venture builder", creating new business platforms and applications in many of the highest growth technology segments: mobile video, wearables, proximity marketing, mobile payments, augmented reality, 3D and social. Prodigy Ventures' business platforms and applications deliver B2B, B2C, P2P (Peer to Peer) and IoT (Internet of Things) capabilities. The company's brands for these ventures include iVideo, bconix, ZETZ, Noobify Me, Glass Crowd, We Got Game, and others. In its first year, none of these Prodigy businesses generated revenue. Each has its own business model and the potential for significant future growth.
Prodigy Labs is Prodigy Ventures' technology services business, a trusted technology supplier to leading Canadian financial institutions. Prodigy Labs provides enterprise clients with technology consulting services, and services related to Prodigy Ventures' business platforms. Prodigy Labs is currently active with three Canadian chartered bank customers and is aggressively pursuing an expansion of this business into other sectors. Prodigy Labs is responsible for all of the revenue and earnings performance in Prodigy Ventures first year just ended, and expects continued rapid growth in the next two years.
Prodigy Ventures Insiders include Tom Beckerman, Andrew Kieran, Paul Andrusyshyn, Hussein Vastani, and Jeffrey Shaul of Robson Capital Management.
Management and Board of Directors of the Resulting Issuer
Upon completion of the Qualifying Transaction, it is anticipated that the resulting issuer's Board of Directors will consist of Tom Beckerman, and additional board members to be named later.
Tom Beckerman, MBA is the Founder and CEO of Prodigy Ventures. Tom Beckerman's extensive background includes leadership roles in seven previous businesses in technology, marketing services, financial services and medical devices. He has created unique technologies and worked with Fortune 1000 companies. Mr. Beckerman is focused on the strategic development and marketing of new high growth technology platforms and services for mobile video, wearables, proximity marketing, mobile payments, augmented reality, 3D and social.
Andrew Kieran, is Vice President of Prodigy Ventures. With over ten years experience in IT strategy, architecture, design and development Andrew Kieran leads Prodigy's business development in the financial services sector. Mr. Kieran has designed and delivered many innovative mobile technology solutions that have been reviewed as "best of breed". Mr. Kieran also leads Prodigy's staffing services business, providing top tier technology talent to enterprise customers.
Hussein Vastani, M.Sc. is the Chief Technology Officer of Prodigy Ventures. Hussein Vastani leads Prodigy's technology development, with responsibility for staffing and resources, technical architecture and design, development and delivery. Mr. Vastani has over eight years experience in full stack architecture, design and development and has previously led advanced technology projects at MacDonald Dettwiler and Teranet.
Sponsorship of Qualifying Transaction
Jacob Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Proforma Capital Structure
The Corporation currently has 4,411,271 common shares issued and outstanding. It is anticipated that the shares will be consolidated on the basis of 2 old shares for each 1 new share, resulting in 2,205,636 new shares prior to the amalgamation. Prodigy Ventures shareholders will be issued 8,822,542 post-consolidation common shares and 99,253,598 restricted voting shares. The restricted voting shares of the Corporation will not carry the right to vote, will rank pari passu with the common shares of the Corporation with respect to the payment of dividends and distribution of assets on liquidation, and will be convertible at the option of the holder on a one-for-one basis subject to satisfaction of the public distribution listing requirements of the Exchange. Prodigy Ventures currently has 116 shares outstanding and the issuance of common shares and restricted voting shares of the Corporation represents an exchange ratio ("Exchange Ratio") of 931,691 shares for each Prodigy Share. The restricted voting shares will not be listed on the Exchange.
In connection with the completion of the Qualifying Transaction Prodigy Ventures may complete a financing (the "Private Placement") to raise up to $50,000 through the issuance of Prodigy Shares. Any investors in the transaction will receive freely tradable common shares of the Corporation on completion of the Qualifying Transaction based on the Exchange Ratio. Further details regarding this financing will be announced when known.
Following completion of the amalgamation, shareholders of the Corporation will hold equity interests equal to approximately 2% of the combined entity with the remaining equity interests being held by shareholders of Prodigy Ventures and new investors participating in the Private Placement.
In accordance with Exchange policy, the Corporation's shares are currently halted from trading and will remain so until the completion of the Qualifying Transaction.
The letter of intent will terminate (i) on the mutual consent of both the Corporation and Prodigy Ventures, (ii) if either party is not satisfied with its due diligence review of the other party, (iii)if a Definitive Agreement is not executed on or before 5:00 p.m. (Toronto time) on June 30, 2015.
Description of Significant Conditions to Closing
Completion of the Qualifying Transaction is subject to a number of conditions including but not limited to, due diligence, Exchange acceptance and if required by Exchange policies and shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 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. 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 proposed transaction and has neither approved nor disapproved the contents of this press release.
The Corporation will make a subsequent news release with information on sponsorship and summary financial information in accordance with Exchange policy.
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Prodigy Ventures, or their respective financial or operating results or (as applicable), their securities.
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 71 Capital Corp.
For further information: 71 CAPITAL CORP., ERIC ROBLIN, PHONE NO: (416) 941-8811