/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
VANCOUVER, May 7, 2012 /CNW/ - Carolina Capital Corp. (TSXV: CQC.P) (the "Company"), a capital pool company, today announced that it has entered into a letter agreement with EnvirEau Technologies Inc. ("EnvirEau") and its principal shareholders dated May 1, 2012, pursuant to which the Company and EnvirEau have agreed to amalgamate. The proposed amalgamation will serve as the Company's qualifying transaction (the "Transaction") pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Transaction is an Arm's Length Transaction, as that term is defined in the policies of the Exchange.
The EnvirEau principal shareholder parties to the letter agreement are Frank R. Varseveld of Delta, B.C. and John Klippenstein of North Vancouver, B.C. Mr. Varseveld is the founder, President, CTO, Chairman and past CEO of EnvirEau. Mr. Klippenstein was appointed CEO of EnvirEau on March 1, 2012.
EnvirEau is a private British Columbia clean technology company that develops and markets mineral-based anti-microbials for the protection of water, soil, crops and food. EnvirEau's environmentally responsible products use nano-sized mineral ions such as copper, zinc, silver and other elements, which in minute quantities can be used to prevent, treat and control biological contamination in a wide range of applications. EnvirEau has four products available in the market with another four approaching market readiness, and numerous other applications in various stages of R&D. EnvirEau's target markets are dominated by chemical pesticides, fungicides, biocides, disinfectants including a variety of synthetic chemicals that can negatively affect the environment as well as human health.
Terms of the Transaction
Under the terms of the Transaction, which will be completed pursuant to a Plan of Arrangement and the provisions of the Business Corporations Act (British Columbia), each shareholder of the Company will receive one (1) common share in the resulting amalgamated company ("Amalco") for every one (1) common share held in the Company and each EnvirEau shareholder will receive one (1) common share of Amalco for every one (1) EnvirEau common share held.
As of the date hereof, the Company has 4,000,000 common shares issued and outstanding and EnvirEau has 5,200,000 common shares issued and outstanding. Immediately prior to the closing of the Transaction, EnvirEau will effect a stock split on the basis of two (2) new common shares for each one (1) old common share, so that immediately before completion of Transaction EnvirEau will have issued and outstanding share capital of 10,400,000 common shares on a fully diluted basis. In addition, Amalco will assume the obligations of all outstanding agent's and stock options of the amalgamating companies, being 200,000 agent's options and 400,000 incentive stock options of the Company.
Concurrently with and as a condition to completion of the Transaction, the Company will complete a private placement, to be arranged by EnvirEau, of a minimum of 4,800,000 units and a maximum of 8,000,000 units for $0.25 per unit, each unit consisting of one (1) common share and one-half (1/2) of one share purchase warrant, which each whole warrant entitling the holder to acquire one (1) additional common share for a period of two years for $0.50. Furthermore, certain principal shareholders of the Company will transfer within escrow 1,400,000 common shares (the "Escrow Shares") of the Company to principals of Amalco for the price of $0.10 per share.
Upon completion of the amalgamation and concurrent private placement, there will be a minimum of 19.2 million shares of Amalco issued and outstanding, of which 4.0 million will be held by shareholders of the Company, 10.4 million by shareholders of EnvirEau and a minimum of 4.8 million (maximum 8 million) by investors in the private placement. Amalco is expected to adopt the name "EnvirEau Technologies Inc." or such other name as agreed in the definitive amalgamation agreement (the "Definitive Agreement") and will continue with the business of EnvirEau under the Amalco management team noted below.
The closing of the Transaction is subject to a number of terms and conditions including completion of a satisfactory due diligence investigation by each of the companies; the negotiation and execution of the Definitive Agreement; approval by the shareholders of each of the Company and EnvirEau; completion of the private placement; and acceptance by the Exchange.
EnvirEau Products & Services
The Transaction will result in Amalco carrying on the business of EnvirEau in developing and marketing products to treat drinking, irrigation, agricultural, recreational and industrial water, and delivering antimicrobial technology that kills algae and bacteria in a variety of other applications.
EnvirEau has four existing commercial products:
Polydex is a bacteriostatic algaecide for potable water sources, water treatment and storage distribution systems, ponds, dugouts, canals and lagoons providing long-term protection from algae, bacteria and their toxins. It is registered with Health Canada as a bacteriostatic algaecide and certified for potable water application by Health Canada and NSF International.
For algae control by professional applicators. It is registered with Health Canada as an algaecide in closed systems.
Biodex is registered by the Pest Management Regulatory Agency of Health Canada for use in waste tanks, lagoons, recycling wastewater systems, dead animal pits, garbage, animal pens, manure pits and waste treatment plants.
BlueMagic provides algae and odour control for recreational water bodies including pools, water parks, water features, spas, etc. It is registered with Health Canada as a bacteriostatic algaecide.
Management and Principal Shareholders of Amalco
Upon completion of the Transaction, the Board of Directors of Amalco will consist of Mr. John Klippenstein, Mr. Frank Varseveld, Mr. Robert Chisholm, Ms. Suzanne Wood and Mr. David Bremner.
To the present knowledge of management of the Company and EnvirEau, no shareholder of Amalco will hold more than 10% of the issued and outstanding shares of Amalco upon completion of the amalgamation.
The background of the proposed directors of Amalco upon completion of the Transaction is as follows:
M. J. (John) Klippenstein - CEO & Director
John has over 30 years of senior management, CEO/COO and Board-level experience with large, public, as well as smaller, private, entrepreneurial companies across several industries in Canada and the U.S. John's particular areas of expertise are in marketing and branding strategy, sales and distribution, international business development, mergers and acquisitions and strategic partnerships. John's executive career has spanned a broad variety of industries including: airlines; financial services; consumer electronics manufacturing and distribution; telecommunications, broadcasting and content distribution; and sustainable energy development. He is a recognized pioneer of the digital broadcasting and technology industries: a founder of Bell TV (formerly ExpressVu), and founding President and CEO of U.S.-based AlphaStar, one of the world's first digital DBS networks. John also serves as a Consulting Partner with the Business Development Bank of Canada (BDC). John was appointed CEO of EnvirEau on March 1, 2012.
Frank Varseveld - Founder, President, CTO & Chairman, past CEO, Director
Frank has over 35 years professional experience in engineering, technical development and senior management in environment-related businesses. He has a degree in science and extensive management training during a 21 year career with a major BC forest products company. He retired from that career as Director of Business Planning to focus on entrepreneurial activities including consulting on business planning, financial and technical development for start-up companies. During the most recent 10 year period he has focused on developing environmentally friendly water and wastewater treatment technologies resulting in EAU Technology Inc.'s commercialization of mineral-based water treatment technology in global markets.
John (Robert) Chisholm - Director
Robert is a Partner at Emprise Capital Corporation, a private merchant bank principally focused on the restructuring and reorganizing of a wide range of public and private corporations in Canada. With over 25 years of experience in finance and administration, his experience and expert knowledge brings an intricate understanding of the unique financing and capital requirements associated with emerging and growth-oriented technology and manufacturing companies. His primary responsibilities are to assist portfolio companies with the management of their finances, development and implementation of comprehensive budgeting processes, public market listings and contract negotiations. Prior, he served as the Chief Financial Officer for PNI Digital Media from 2001 to 2009, and is currently a member of the company's Board of Directors, including serving as Chairman of its Audit Committee. Mr. Chisholm holds a professional accounting designation from the Certified Management Accountants of Canada and received his BBA, with a major in accounting, from Saint Francis Xavier University in Nova Scotia.
Suzanne Wood - Director
Suzanne has over 20 years' experience in the financial and corporate management of private and public companies. Post university, she spent several years with Revenue Canada Taxation, primarily with its Business Audit Division. She was enrolled in the Certified General Accountants program, completed the Canadian Securities Course and attends public company forum events. In 1986 she founded Wood & Associates to provide management and corporate finance services including financial reports preparation, registration statements, and other statutory reports and filings in compliance with governmental and regulatory authorities. She consults to companies seeking to restructure or refine their business model, find new business, complete due diligence, augment management and serves as a liaison with lawyers, auditors and other professionals to facilitate corporate restructuring. She participates in raising capital by assisting in strategic planning and advising on capital structure including the performance of a financial and strategic audit to formulate new business strategies. She has served as a Director and Officer of several companies including publicly listed ones on the TSX-V, TSX, AMEX, NASDAQ and OTC.BB.
David Bremner - Director
David has over 30 years experience in corporate communication, finance, sales and advertising. He has extensive knowledge of Canadian and US Stock Exchanges, public markets and working with institutional investors. He has mentored early stage companies across a wide range of industries including high technology, natural resources, energy, and biotech. His area of expertise encompasses strategic planning, developing and fostering partnerships, corporate restructuring, financing, working with executive management, providing investor relations and corporate communications. He is the President and Founder of Quantus Capital Corporation where he has restructured, advised on management and governance issues and built shareholder value and successful exit strategies for his clients in both public and private companies.
Trading in the common shares of the Company shall remain halted until further notice, in accordance with the policies of the Exchange.
The current directors and officers of the Company are Suzanne Wood, Stephen Hanson and Donn Burchill.
ON BEHALF OF THE BOARD
Suzanne Wood, CEO and Director
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.
Neither the TSX Venture Exchange Inc. 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.
For further information:
Suzanne Wood, Office: (604) 687-6991 ext. 12