/NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Sept. 22 /CNW/ - Bayview Public Ventures Inc. (the
"Corporation") announced today that further to the completion of the
acquisition of all of the issued and outstanding shares of Catch the Wind,
Inc. ("CTW"), the TSX Venture Exchange Inc. (the "Exchange") has issued its
Final Exchange Bulletin regarding the transaction. The acquisition represents
the completion of the Corporation's arms-length qualifying transaction (the
"Qualifying Transaction") pursuant to the policies of the Exchange as
described in the Corporation's press releases dated July 3, 2008 and
September 9, 2008.
Commencing on the opening of business on September 23, 2008, the
Corporation will be a Tier 2 issuer whose shares will be listed for trading on
the Exchange with the symbol TSXV:CTW. As part of the transaction, the
Corporation changed its name to Catch the Wind Ltd.
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
Concurrently with the completion of the Qualifying Transaction, CTW
completed an offering (the "Offering") of 11,539,000 subscription receipts at
a price of $1.30 per subscription receipt for gross proceeds of $15,000,700.
As part of the Qualifying Transaction, each subscription receipt was exchanged
for one common share of the Corporation.
In connection with the closing of the Qualifying Transaction:
(a) the Corporation amended its articles of incorporation to
consolidate its common shares on the basis of 4.99 shares into one
share such that the previously issued and outstanding 7,140,000
common shares have been consolidated into 1,430,862 common shares
(b) the Corporation has been continued under the laws of the State of
(c) the Corporation, CTW and Bayview Public Ventures Amalco Inc.
("Newco") completed a "three cornered" amalgamation whereby CTW
and Newco amalgamated to form a new corporation which is
wholly-owned by the Corporation;
(d) CTW shareholders (including holders of subscription receipts
issued under the Offering) received one post-consolidation
resulting issuer share ("Resulting Issuer Share") for every CTW
common share previously held; and
(e) CTW options have been exchanged for comparable securities of the
Following the completion of the Qualifying Transaction, the former CTW
shareholders (not including investors under the Offering) hold, on a
non-diluted basis, 25,000,000 (65.71%) of the outstanding Resulting Issuer
Shares and the former Corporation shareholders hold 1,507,784 (4.0%) of such
Resulting Issuer Shares. Of the 36,539,000 Resulting Issuer Shares issued
pursuant to the Qualifying Transaction, 25,154,000 are subject to escrow
imposed by the Exchange pursuant to a value escrow agreement dated September
18, 2008 (the "RI Escrow Agreement") and 3,050,000 remain subject to the CPC
escrow agreement dated January 30, 2007 (the "CPC Escrow Agreement"). The
provisions of the RI Escrow Agreement permit release of 10% of the escrowed
shares on the date of receipt of the Final Exchange Bulletin approving the
Qualifying Transaction and a further 15% every six months thereafter for the
next 36 months.
In connection with the Qualifying Transaction, on September 9, 2008, the
Corporation filed on SEDAR the filing statement of the Corporation dated
September 8, 2008 (the "Filing Statement") which contains full disclosure
regarding the Qualifying Transaction and the business of CTW. The Filing
Statement is available for review on SEDAR under the Corporation's profile at
Following completion of the Qualifying Transaction, the Corporation will
be a U.S. entity, but will not be subject to the reporting requirements of the
United States Securities Exchange Act of 1934, and the Resulting Issuer Shares
will not be registered with the Securities Exchange Commission. As a U.S.
entity, all of the Resulting Issuer Shares issued by the Corporation pursuant
to the Qualifying Transaction which are sold outside of the U.S. pursuant to
Regulation S under the United States Securities Act of 1933 will be subject to
a prohibition on the offer of sale of such Resulting Issuer Shares to "U.S.
persons" during the one year period following the closing of the Qualifying
Transaction. As a result, certain restrictions will apply to any offers or
sales of the Resulting Issuer Shares (or any other equity securities of the
Resulting Issuer) that were initially issued pursuant to Regulation S. For
further information on these restrictions, please see the Filing Statement on
Following completion of the Consolidation, Offering and Qualifying
Transaction, there are options to purchase 3,007,307 common shares in the
capital of the Corporation outstanding (the "New Common Shares"), with an
additional pool of 2,013,395 New Common Shares reserved for issuance pursuant
to the Corporation's amended and restated stock option plan.
This press release contains certain forward-looking statements, which are
based on the opinions and estimates of management at the date the statements
are made, and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from
those projected. The Corporation undertakes no obligation to update
forward-looking statements if circumstances or management's estimates or
opinions should change. The reader is cautioned not to place undue reliance on
Additional information concerning the Corporation is available on SEDAR.
The TSX Venture Exchange Inc. has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release. 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 release.
For further information:
For further information: Philip L. Rogers, Chief Executive Officer and
President, Catch the Wind Ltd., Tel: (703) 393-0754