71 Capital Corp. Provides Update on Qualifying Transaction



TORONTO, Aug. 14, 2015 /CNW/ - 71 Capital Corp. (the "Corporation") (TSXV-NEX: SVN.H) is pleased to provide the following update on its previously announced qualifying transaction (see press release dated May 19, 2015) 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 Ventures. 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").

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. Prodigy Labs, the company's  technology services business, is a trusted supplier to some of Canada's largest enterprises. The Corporation is a capital pool company.

Terms of Qualifying Transaction

Under the terms of the Qualifying Transaction, 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 Prodigy Shares.

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.

Pro forma Capital Structure

The Corporation currently has 4,411,271 common shares issued and outstanding. In connection with the Qualifying Transaction such common shares will be consolidated on a two to one basis, resulting in 2,205,636 new common shares prior to the amalgamation. Current Prodigy Ventures shareholders will be issued 20,024,724 post-consolidation common shares and 88,051,416 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.

In connection with the completion of the Qualifying Transaction, Prodigy Ventures will complete a financing (the "Private Placement") to raise $85,773 through the issuance of 1,183,081 subscription receipts (the "Subscription Receipts") at a price of $0.0725 per Subscription Receipt.  Each Subscription Receipt will be exchanged, without the payment of any additional consideration, for one common share of Prodigy Ventures upon the satisfaction or waiver of all the conditions necessary to complete the Qualifying Transaction that may satisfied prior to such closing.  Such common shares of Prodigy Ventures will be exchanged on a one a one for one basis into freely tradeable common shares of the Corporation in connection with the completion of the Qualifying Transaction.  The proceeds from the Private Placement will be used for general working capital purposes.

Following completion of the amalgamation, (i) current shareholders of the Corporation will hold approximately 8.6% of the outstanding common shares of the Corporation (and approximately 1.94% of all shares of the Corporation), (ii) current Prodigy Ventures shareholders will hold approximately 78.0% of the outstanding common shares of the Corporation (and approximately 95.02% of all shares of the Corporation, (iii) investors in the private placement (excluding Stephen Moore and Robert MacLean, two independent directors of the Corporation) will hold approximately 2.6% of the outstanding common shares of the Corporation (and approximately 0.57% of all shares), (iv) Stephen Moore and Robert MacLean (two independent directors of the Corporation who participated in the financing) will hold approximately 2.0% of the common shares of the Corporation (and approximately 0.46% of all shares of the Corporation) and (v) Robson Capital Inc. (a financial advisor to Prodigy Ventures) will hold approximately 8.9% of the outstanding common shares of the Corporation (and approximately 2.00% of all shares of the Corporation).

Pursuant to the terms of a voting trust agreement, certain shareholders ("Assigning Shareholders") of Prodigy Ventures have agreed to assign the voting rights attaching to securities of the Corporation to be issued to them in connection with the Qualifying Transaction to Tom Beckerman.  This assignment applies to the common shares of the Corporation to be held by such Assigning Shareholders on the closing of the Qualifying Transaction and any common shares acquired or held by such Assigning Shareholders, directly or indirectly after the date hereof, including, without limitation, through conversion of restricted voting shares into common shares.  The voting rights granted under the agreement to Mr. Beckerman cease to apply to the common shares held by Assigning Shareholders following (i) the disposition of the direct or indirect registered and/or beneficial ownership of such common shares or (ii) the disposition of all securities of the Corporation held by Mr. Beckerman.  By virtue of the voting trust agreement, on closing Mr. Beckerman will hold voting rights over approximately 80% of the common shares of the Corporation.

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.

71 Capital Shareholders Meeting

On July 16, 2015, the Corporation held an annual and special meeting of its shareholders.  In addition to the normal annual business, at such meeting shareholders approved (i) the proposed directors of the Corporation following the Qualifying Transaction (as described below), (ii) a name change to Prodigy Ventures Inc. or such other name as may be acceptable to the directors of the Corporation and applicable regulatory authorities, (iii) the ratification of the Corporation's stock option plan, (iv) a consolidation of the common shares of the Corporation on a 1 post consolidation share for 2 pre-consolidation shares basis, (v) the creation of the restricted voting shares (as described in more detail below).

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.  For a full description of Prodigy Ventures and its business please see the Corporation's press release dated May 19, 2015.

Management and Board of Directors of the Resulting Issuer

Upon completion of the Qualifying Transaction, the resulting issuer's Board of Directors will consist of Tom Beckerman, Robert MacLean and Stephen Moore.  The following is biographical information on each of these individuals.

Tom Beckerman is a seasoned technology veteran, with over 35 years of experience in senior leadership roles.  Mr. Beckerman is currently 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. Apart from Prodigy Ventures, Mr. Beckerman played instrumental roles in the development and success of seven other technology, marketing services, financial information and medical device companies. He has created unique technologies and worked with Fortune 1000 companies. Mr. Beckerman graduated with an MBA from the University of Chicago in 1976 and received a Bachelor of Commerce degree from the University of Toronto in 1974.

Mr. MacLean is a founder of Points International Ltd. and has served as its Chief Executive Officer of since February 2000. Prior to founding Points International, Mr. MacLean recorded an impressive list of leadership roles and achievements during 12 years in the airline and loyalty industry. As Vice President, Sales with Canadian Airlines, Mr. MacLean led a team of over 250 employees throughout North America, delivering over $2 billion in annual revenue. Mr. MacLean was also responsible for the airline's award-winning Canadian Plus loyalty program. Mr. MacLean also served as Canadian Airline's senior representative on the OneworldTM Alliance's Customer Loyalty Steering Committee. Mr. MacLean is an active member of the global loyalty community and speaks frequently at industry events worldwide. Mr. MacLean is a past member of the board of directors of Hope Air. Hope Air is a national charity that helps Canadians get to medical treatment when they cannot afford the flight costs. Mr. MacLean is a graduate of Acadia University.

Mr. Moore is the Managing Director of Newhaven Asset Management Inc., a wealth management company.  Prior to January 2006, he held a number of senior positions in the financial services industry focused in the areas of investment research, institutional sales, corporate finance and private equity.  Mr. Moore was the Chairman of the Board of Governords of CI Investments Inc. until July 2007, and is currently the Chair of the Governance Committee, and a member of the Audit Committee of CI Financial Corp.  Mr. Moore is a trustee of the Advantaged Preferred Share Trust and a director of Pivot Technology Solutions Inc., where he serve as a member of the Audit and Compensation, Corporate Governance and Nominating Committees.  Mr. Moore holds a B.A. in Economics and an MBA from Queen's University.

Background information regarding the officers, other than Mr. Beckerman is set forth below.

Andrew Hilton,  – Chief Financial Officer and Corporate Secretary.

Andrew Hilton has provided financial reporting and corporate secretarial services for a number of public companies since 2005. He was the Chief Financial Officer of GC-Global Capital Corp. from 2010 – 2012 and is has been the Chief Financial Officer of Jaguar Financial Corporation (TSXV: JFC) since December 2013, Added Capital Inc. (TSXV: AAD) since December 2013, Cardinal Capital Partners Inc. (TSXV: CCP.H) since April 2013 and Axiom Corp. (OTC Pink: AXMM) since February 2015.  Mr. Hilton is a Chartered Professional Accountant and holds an Honours BA in Economics and Financial Management from Wilfrid Laurier University.

Hussein Vastani – Proposed Chief Technology Officer.

Hussein Vastani is Prodigy Ventures' Chief Technology Officer and in that capacity leads Prodigy Ventures's technology development for both services and new ventures. Mr. Vastani has an M.Sc. in Computer Science, with over eight years of experience in full stack architecture, design and development. Hussein previously led advanced technology projects at MacDonald Dettwiler and Teranet. Prior to joining Prodigy Ventures Mr. Vastani was a Senior Software Engineer from November 2010 to April 2015 with Clear Pursuit Interactive Inc.

Andrew Kieran – Proposed Vice President.

Andrew has more than ten years' experience in technology architecture, design and development. He is focused on the domestic and international financial services industry, and has been a leader in the development of innovative mobile and payment solutions. Andrew also leads Prodigy Ventures' staff augmentation services practice.  Prior to joining Prodigy Ventures Andrew was (i) a Senior Manager, Mobile at NexJ Systems from January 2013 to April 2014, (ii) a Director, Mobile at Broadstreet Mobile from April 2012 to December 2012 and (iii) a Senior Developer at Canadian Imperial Bank of Commerce from May 2014 to April 2012.

Sponsorship of Qualifying Transaction

Jacob Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Qualifying 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.

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.

Cautionary Statements

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

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