Barksdale Signs MOU with GES Electric Aero
Barksdale Capital Corp.
Suite 900, 555 Burrard Street Vancouver, BC, V7X 1M8 Tel/Fax: 1-866-894-3755 For Immediate Release February 29, 2016
Barksdale Signs MOU with GES Electric Aero
Barksdale Capital Corp. (the “Company” or “Barksdale Capital”) TSXV: BRO.H announces that it has entered into a memorandum of understanding effective February 24, 2016 to acquire GES Electric Aero Corporation ("GES"). GES is the developer of the Dynamic GESx (GESx) a multi-fuel, hybrid propulsion system that incorporates a microturbine, and electric motor together with an integrated aircraft control and energy storage-generation system that is designed to significantly outperform currently available piston-based products in terms of range, weight, operating altitude, noise, power and torque and required maintenance. The initial markets for the GESx are civilian and military UAV’s (drones) in the MALE size class (150 Kg to 600 KG sized aircraft). GES will also apply for a supplemental type certification for the general aviation (light aircraft) market.
The Transaction is expected to be structured as a Reverse Takeover ("RTO") under the rules and policies of the TSX Venture Exchange (the "TSXV"). The shareholders of GES will receive common shares of Barksdale Capital (the "Barksdale Shares") in exchange for their common shares of GES (the "GES Shares") on the basis of approximately 80 million Barksdale Shares, in exchange for all issued and outstanding shares of GES (the "Share Exchange"). The GES shares will be subject to a voluntary arrangement whereby 65% of the GES Shares will be released after achieving predetermined performance milestones and the remaining 35% will be subject to a two year release. GES is based in Kelowna, British Columbia and existing under the laws of the province of British Columbia.
In connection with the Transaction, Barksdale Capital will undertake an equity financing (the "Concurrent Financing") of common shares for gross proceeds of not less than $1 million. The terms and pricing of the financing have yet to be determined.
Also in connection with the Transaction, the board of directors of Barksdale will be replaced by Gerhard Schauble, Neil Maedel and Steve Tice. Mr. Schauble will also be appointed President and CEO of Barksdale Capital and Mr. Tice as CTO. Mr. Schauble, a lawyer in British Columbia, has been legal counsel to private technology companies since 1982 and has over thirty years of experience in the aviation industry as a licensed commercial pilot, a builder of experimental aircraft and developer of proprietary aviation technologies. Mr. Tice was the head of the engineering team that developed configuration design analysis and simulation for evaluating human and robotic related spacecraft hardware designs and procedures prior to prototype testing at Rockwell International Space Systems (now Boeing). He was also the CTO and Executive Producer at Quantum Works a product development consulting company. He is the founder and CEO of EV Drive which designs and manufactures electric hybrid powertrain systems for the automotive Industry.
In connection with the transaction, Barksdale Capital will consolidate its common shares on a basis of one (1) new common share for every two (2) old common shares (the “Consolidation”) and change the name of the Company to GES Aviation Inc.
The MOU contemplates material conditions precedent to be fulfilled prior to there being a binding agreement between Barksdale Capital and GES, including customary due diligence, the negotiation and execution of a definitive agreement and obtaining applicable regulatory approvals.
Until satisfaction of these and other conditions precedent, the likelihood of closing the Transaction is uncertain. Completion of the Transaction is subject to a number of conditions, including, but not limited to the receipt of all necessary regulatory, corporate and shareholder approvals, compliance with all applicable regulatory requirements, and the completion of the Concurrent Financing. Further disclosure concerning the terms and conditions of the Transaction, including management and directors will be disclosed once a definitive agreement is entered into.
Trading in Barksdale Capital’s shares has been halted in compliance with the policies of the TSXV. The Transaction is an arm's length transaction.
Barksdale Capital may seek an exemption for the sponsorship requirements of the TSXV in connection with the Transaction, however, no assurance can be given that such exemption will be granted.
ON BEHALF OF BARKSDALE CAPITAL CORP.
“Ross Wilmot”
President and CEO
For additional information on this Transaction, please contact:
Gerhard Schauble, CEO of GES Electric Aero Corporation Phone (250) 862-1533 E-mail [email protected]
Neither the 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. Completion of the proposed Transaction is subject to a number of conditions, including TSX-V acceptance and disinterested shareholder approval. 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 an Information Circular or Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in securities of Barksdale Capital Corp. 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. 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.
This release includes certain statements that may be deemed “forward-looking statements”. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward looking statements.