MONTREAL, Dec. 4, 2012 /CNW Telbec/ - Capital DGMC inc (hereafter "the Company") (TSXV: VTC.P) is pleased to announce the completion of its qualifying transaction with Footech Inc. (hereafter "Footech") effective as of November 30, as well as concurrent financing as previously announced in the May 10, 2012 press release and further detailed in the filing statement dated November 16, 2012. Following the transaction, the Company common shares will be traded under the symbol "FGF". The transaction has received conditional approval from the TSX Venture Exchange.
The Qualifying Transaction
According to Mr. Daniel Dumont, CEO of the Company and Mr. Jacques Martin, President of Footech, the combination of the two entities will create an integrated business and leader in the field of orthopedics. The transaction is realized at arm's length.
As a result of the deal, Footech, a Moncton-based N.B. orthopedics laboratory, becomes a wholly-owned subsidiary of the Company. The founder of Footech, Mr. Jacques Martin, MBA, D.S.S., B.Sc., C.Ped, C.Ped (c) (hereafter "the Vendor"), is joining the management team and Board of Directors of the Company. Mr. Martin's has extensive experience in operating the business and as a clinical expert.
Since 1995, Footech manufactures and sells custom made medical orthotics. It is well implemented in the Maritimes where it operates multiple clinics. In addition to custom foot orthotics - its product offering comprises knee orthoses, orthopedic shoes as well as other products for lower extremities.
Footech has recently completed the construction of a new clinic in Dieppe, N.B., with a central fabrication facility which will use cutting-edge technology to manufacture custom foot orthotics thanks to 3D digitalization.
Private placement of $835,000
Prior to the qualifying transaction, the Company has completed a non-brokered financing of $835,000 with two private investors by issuing 4,175,000 common shares at a deemed price of $0,20 per share. The net proceeds are being used to make cash payment of $550,000 to Mr. Martin (as partial payment to the Vendor), to cover expenditures related to the qualifying transaction and other general working capital needs such as to undertake certain marketing efforts.
Changes in management team and Board of Directors
As a result of the transaction, the Board of Directors welcomes two new members. The following people are part of the management team and Board of the Company :
|Daniel Dumont - President and CEO, Director|
|Jacques Martin - President of Footech inc (subsidiary), Director|
|Gilles Bussière - CFO and secretary, Director|
|Michel Plante - Director|
|Claude Chassé - Director|
|Me Pierre Rouleau - Director|
Mr. Jacques Martin and Mr. Pierre Rouleau have been appointed to the Board of Directors following the shareholder's special meeting held November 9, 2012.
A total of 2,800,000 common shares at a deemed price of $0.20 per share have been issued to Mr. Martin as partial payment of sale price as well as 1,250,000 preferred shares. Subject to certain performance goals being attained, an additional 1,250,000 common shares could be issued to Mr. Martin after December 31st, 2015. The non-convertible preferred stock is issued at a deemed price of $0.20 per share, is bearing a 4% annual non-cumulative dividend and can be bought back in the future according to Company profits.
Furthermore, a balance of sale price of $575,000 is payable to the Vendor in the future subject to certain conditions and milestones, as well as a promissory note of $250,000 without interests conditional to a future financing taking place.
The Company resulting share capital comprises 12,641,910 common shares issued and outstanding, as well as 1,250,000 preferred shares following the qualifying transaction and concurrent financing. Another 1,961,691 common shares could be issued as part of the Company stock option plan approved at the shareholder's special meeting held November 9, 2012. As part of the qualifying transaction, 200,000 stock options were granted to Mr. Martin, and 150,000 warrants were granted to Industrial Alliance Securities Inc. acting as sponsor, exercisable at a deemed price of $0.20 per share.
"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 shareholder 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 management information circular or 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.
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."
"Industrial Alliance 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."
SOURCE: Capital DGMC Inc.
For further information:
For additional information, please contact Mr. Daniel Dumont, CEO and Director, by phone at 514-238-5091 or Mr. Michel Plante, Director, by phone at 514-729-3221 extension 264.