/NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, July 3 /CNW/ - BAYVIEW PUBLIC VENTURES INC. (TSXV: BPV.P) (the
"Corporation"), a Capital Pool Company, announced today that it has entered
into a term sheet that serves as an agreement in principle concerning a
proposed transaction (the "Transaction") between the Corporation and Catch the
Wind, Inc. ("CTW") which, if completed, will be the Corporation's qualifying
transaction pursuant to the policies of the TSX Venture Exchange Inc. (the
Catch the Wind, Inc.
CTW is a high technology company headquartered in Manassas, Virginia,
approximately twenty miles from Washington, DC. The company was founded in
2008 to develop and manufacture laser-based wind sensor systems, with a
primary focus on developing technology to serve the wind power generation
CTW is a spin-off corporation of Optical Air Data Systems, LLC ("OADS"),
a high technology research and development firm supporting the defense
industry. OADS has been developing next generation laser sensors since 1990,
and has licensed technology to Rockwell Collins for use in aviation and
military applications such as the LandSafe(TM) Aircraft Survivability System.
OADS has distinguished itself as a world leader in pulsed fiber optic laser
sensor research and development.
Created as a separate venture, CTW serves the commercial market sector
for laser based wind sensor systems - recognized as the "gold standard" in
wind measurement. Because of the impact this first ever portable laser wind
sensor will have on wind power generation efficiencies, CTW is focused on
becoming a major element in the move to provide clean, renewable energy.
CTW's senior management team consists of experienced high technology R&D
and manufacturing engineers, innovative entrepreneurs, and proven leaders.
With a heritage of aerospace technology research and development, CTW is
leading the way into a new era of precision laser sensing technology to enable
efficient renewable wind energy.
As of the date hereof, the two most significant shareholders of CTW are
Alisa Rogers and Philip Rogers, who jointly own 85% of the issued and
outstanding shares of CTW. Ms. Rogers and Mr. Rogers both reside in Hume,
More information concerning CTW is available on its website:
The Transaction will consist of a number of steps including the
(a) The Corporation and CTW will enter into a definitive agreement
whereby the Corporation will acquire CTW (the "Agreement"). It is
intended that the Corporation and CTW shareholders will enter into a
share exchange agreement, amalgamation or plan of arrangement to
effect the combination.
(b) CTW will conduct a brokered private placement in an amount of between
$8,000,000 and $20,000,000 (the "Private Placement").
(c) The Corporation will, on closing of the Transaction, increase its
board of directors to a number prescribed by CTW and nominees
representing CTW will be elected or appointed as directors.
(d) The Corporation will, on or prior to closing of the Transaction, and
subject to shareholder approval, consolidate its shares, continue
into the State of Delaware, change its name, restate its option plan
and change its auditors.
The Transaction is an arm's length transaction. No related party of the
Corporation has any interest in CTW. Accordingly, the Transaction will not, as
currently contemplated, be subject to approval by the shareholders of the
The common shares in the capital of the Corporation for the purposes of
the Transaction have been valued at $0.26 per share. The deemed value of CTW
for the purpose of the Transaction is $50,000,000, not including the Private
There are currently 7,140,000 common shares issued and outstanding in the
capital of the Corporation. In addition, there are 705,000 common shares
reserved for issuance under the Corporation's stock option plan and 310,000
common shares reserved for issuance pursuant to the option granted to the
agent in connection with the initial public offering of the Corporation dated
March 13, 2007. Assuming a $50,000,000 valuation for CTW and $15,000,000 is
raised by way of the Private Placement and assuming a consolidation ratio of
the existing shares of the Corporation of 7.7:1, an estimated 32,500,000
common shares in the capital of the Corporation will be issued to the
shareholders of CTW.
Completion of the Transaction is subject to a number of conditions,
including but not limited to, completion of the Private Placement, negotiation
and signing of the Agreement, approvals of the board of directors of CTW and
the Corporation, Exchange acceptance, shareholder approval of the share
consolidation and name change. The Transaction cannot close until all the
conditions are satisfied. There can be no assurance that the transaction will
be completed as proposed or at all.
A comprehensive press release with further particulars of the Transaction
will follow in accordance with the policies of the Exchange. Trading in the
common shares of the Corporation will remain halted pending the release of
more fulsome disclosure regarding the Transaction and the satisfaction of the
filing requirements of the Exchange.
As noted above, completion of the transaction 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
approval. Where 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 filing statement
to be prepared in connection with the transaction, 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.
Certain information in this press release may contain projections and
forward-looking statements. This information is based on current expectations
that are subject to significant risks and uncertainties that are difficult to
predict. Actual results might differ materially from results suggested in any
forward-looking statements. The Corporation assumes no obligation to update
the forward-looking statements, or to update the reasons why actual results
could differ from those reflected in the forward looking-statements unless and
until required by securities laws applicable to the Corporation. Additional
information identifying risks and uncertainties is contained in the
Corporation's filings with the Canadian securities regulators, which filings
are available at www.sedar.com.
This is not an offer for sale, or a solicitation of an offer to buy, in
the United States or to any "U.S. Person," as such term is defined in
Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. 1933
Act") of any equity shares or any other securities of the Corporation, or CTW.
The common shares of the Corporation to be issued in the Proposed Transaction
to the stockholders of CTW have not been registered under the U.S. 1933 Act
and may not be offered or sold in the United States (or to a U.S. person)
absent registration under the U.S. 1933 Act or an applicable exemption from
the registration requirements of the U.S. 1933 Act.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved of the
contents of this press release.
For further information:
For further information: Richard McGraw, Chief Financial Officer and
Director, Bayview Public Ventures Inc. at (416) 944-2700 or e-mail: