VOTI Detection Inc. Announces Completion of Qualifying Transaction

MONTREAL, Nov. 13, 2018 /CNW/ - VOTI Detection Inc. ("VOTI Detection") (formerly Steamsand Capital Corp.) is pleased to announce the completion of the previously announced qualifying transaction of Steamsand Capital Corp. ("Steamsand") under the policies of the TSX Venture Exchange (the "TSXV"), which took the form of a three-cornered amalgamation involving VOTI Inc. ("VOTI"), Steamsand and 10971260 Canada Inc., a wholly-owned subsidiary of Steamsand (the "Transaction").

VOTI Detection has received conditional approval from the TSXV to have its common shares listed and posted for trading on the TSXV under the symbol "VOTI", with trading expected to commence on or about November 19, 2018.

"The completion of this transaction is a very important step for VOTI Detection, its employees and shareholders" commented Rory Olson, Chief Executive Officer of VOTI Detection. "We are extremely proud of our accomplishments to date and are very excited to begin this new chapter as a public company. We have already made an important impact in the x-ray security systems market and look forward to continued growth on a global basis while consistently creating long term value for our shareholders", he added.

As detailed in the filing statement dated November 5, 2018 (the "Filing Statement") and available on SEDAR (www.sedar.com), for the nine-month period ended July 31, 2018, VOTI posted record revenues of $17.5 million, an increase of 85% over the corresponding period in 2017. More importantly, Adjusted EBITDA[1] improved to $0.9 million versus a loss of $2.6 million for the corresponding period in fiscal 2017.

Following the completion of the Transaction and the closing of the previously announced brokered private placement of subscription receipts and concurrent private placement of convertible promissory notes with aggregate gross proceeds of approximately $11.8 million, the former security holders of VOTI and subscription receipt holders hold a significant majority of the outstanding common shares of VOTI Detection. There are currently 23,494,878 common shares of VOTI Detection outstanding of which approximately 98% are held by former VOTI shareholders and subscription receipt holders.

About VOTI Detection 

VOTI Detection, headquartered in Montreal, Quebec, is a leading-edge Canadian technology company that develops latest-generation X-ray security systems based on 3D Perspective™ technology. VOTI's technology produces remarkably sharp and more revealing X-ray images that are competitively superior while delivering enhanced threat detection capabilities and an improved user experience. Since its inception, VOTI has installed scanners in more than 50 countries and has consulted heavily with government agencies and security specialists worldwide to develop feature-rich and easy-to-use scanners that meet the sophisticated needs of modern security screening operations.  

For additional information about VOTI Detection and the Transaction, please refer to the Filing Statement which is available on VOTI Detection's profile on SEDAR (www.sedar.com) or at www.votidetection.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Notice regarding forward-looking statements:

This release includes forward-looking information within the meaning of Canadian securities laws regarding VOTI Detection and its business. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of VOTI Detection, and are based on assumptions and subject to risks and uncertainties. Although the management of VOTI Detection believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the threat detection technology industry, failure to obtain regulatory approvals, economic factors, management's ability to manage and to operate the business of VOTI Detection, the equity markets generally and risks associated with growth and competition. Although VOTI Detection has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and VOTI Detection does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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1

Non-IFRS financial measures do not have standard definitions prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies. Non-IFRS financial measures are provided as additional information to complement IFRS measures by providing further understanding of the issuer's results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. See pages 7 to 9 of the Management's Discussion and Analysis of VOTI for the fiscal years ended October 31, 2017, 2016 and 2015 included in the Filing Statement for a description of "Adjusted EBITDA" and a reconciliation between such non-IFRS financial measure and the most comparable IFRS financial measure.

SOURCE VOTI Detection Inc.

For further information: VOTI Detection (www.votidetection.com), Rory Olson, Chief Executive Officer, [phone] and Michael Ickman, Chief Financial Officer, [phone]