BTU Capital Corp. Announces Agreement in Principle for Qualifying Transaction
Suite 125A - 1030 Denman Street Vancouver, British Columbia V6G 2M6 Tel: 604-818-2617 Fax: 604 648-9013
BTU CAPITAL CORP. ANNOUNCES AGREEMENT IN PRINCIPLE FOR QUALIFYING TRANSACTION
Vancouver, British Columbia - (June 22, 2010): BTU Capital Corp. (the "Company") (TSX Venture: BTU.P) is pleased to announce that it has entered into an agreement in principle dated effective June 22, 2010 with Peak Positioning Corp. ("Peak"), pursuant to which the Company will acquire (the "Acquisition") all of the issued and outstanding securities in the capital of Peak (the "Peak Shares").
The Company is a "capital pool company" and intends for the Acquisition to constitute its "Qualifying Transaction," as such term is defined in the policies of the TSX Venture Exchange (the "TSXV"). The Acquisition is an arm's length transaction. Upon completion of the Acquisition, it is expected that the Company will be a Tier 2 Technology Issuer.
Peak is a private company with an office based in Montreal, Quebec. It was incorporated under the Canada Business Corporations Act on May 3, 2004.
Further information concerning the Company can be found in its prospectus dated September 24, 2009, available at SEDAR online at www.sedar.com.
Peak Positioning Corp.
Peak is a Montreal-based IT security solution provider, and creator of the "HomeWave" service. HomeWave is a patent-pending wireless based remote security, forensic analysis and asset location service for reporting missing notebooks, netbooks and PDAs. The HomeWave service was developed to help businesses fight the growing problems associated with the loss and theft of portable computers and devices by providing a way to use wireless communications to remotely disable lost or stolen portable computers and devices, as well as to remotely determine what, if any, files were accessed on the missing systems while they are still missing. HomeWave is the result of years of research and collaboration between Peak and global leaders in the fields of hardware engineering, wireless communications and location-based technologies.
The HomeWave service can wirelessly initiate communication with a missing portable computer, rather than to wait for the computer to be connected to a network or the Internet before it can be communicated with. The service is provided on a SAAS (Software as a Service) model, for which clients pay a monthly license subscription fee. HomeWave can be self-serviced and/or managed from any corporate IT department, and is expected to be officially launched in the North American market by the end of 2010.
The Acquisition
In consideration of the Peak Shares, the Company intends to issue an aggregate total of 40,000,000 common shares to the shareholders of Peak, at a deemed price of $0.15 per share, for an aggregate total consideration of $6,000,000.
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The names and jurisdiction of residence of each of the Peak shareholders are listed below:
Prosys Tech Corp.
Johnson Joseph (Montreal, QC)
Varujan Tasci (Dollard-Des-Ormeaux, QC)
Leo Kohn (Montreal, QC)
Laval Bolduc (Longueuil, QC)
Scott Pritchard (Westmount, QC)
Joel Waxman (Cote-Saint-Luc, QC)
Daniel Lavoie (Laval, QC)
Khajag Satchlian (Laval, QC)
Prosys Tech Corp. is a publicly traded company trading on the TSX Venture Exchange under the symbol “POZ”. The sale by Prosys of its Peak Shares will be subject to the approval of its board of directors, its shareholders and the TSXV.
Each of the Peak shareholders act independently of each other and will not constitute a voting block.
Insiders
Upon completion of the Acquisition, it is anticipated that the current directors of the Company will resign from their positions upon completion of the Acquisition, and the board of directors will be comprised of at least five directors. It is also anticipated that, following completion of the Acquisition, Mr. Joseph, the current president and chief executive officer of Peak, will be appointed as chief executive officer of the Company, that Mr. Bolduc, current chief financial officer of Peak, will be appointed chief financial officer and secretary/treasurer of the Company, and that Mr. Varujan Tasci, current chief technology officer of Peak, will be appointed chief technology officer of the Company. The complete composition of the Company’s board of directors following completion of the Acquisition is still under discussion. The identity of the other insiders of the Company will be disclosed in a subsequent press release.
The following is a brief summary of the backgrounds of Mr. Joseph, Mr. Bolduc and Mr. Tasci:
Prior to co-founding Peak Positioning, Mr. Joseph was VP of Product Development and Operations of a Montreal-based e-commerce portal. In this role, Mr. Joseph was responsible for the day-to-day operations of the business and was a lead negotiator for the company’s partnership agreements, which included signed agreements with the Toronto-Dominion Bank (VISA), the National Bank of Canada (MasterCard), United Parcel Service Canada, Canada Post Corporation and Concord EFS (a Memphis, TN based transaction processing and financial settlement bank). Mr. Joseph was credited for designing a transaction reconciliation and financial settlement system, certified by the TD Bank’s VISA division that was instrumental in allowing the company to become the first Canadian entity authorized by Visa International to have the sales proceeds of multiple retailers be deposited into a common bank account under the authority of a third party. Mr. Joseph has over 10 years experience in the IT industry, paying particular attention to how products and services are sold and distributed in the industry. This experience has played an important role in allowing him to create an innovative and incentiveladen reseller partner program, which helps to provide Peak Positioning with a distinct competitive advantage in the remote security space. Mr. Joseph holds an MBA from HEC- Montreal with a track in Information Technology and a Bachelor’s degree in Finance from Texas Tech University.
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Mr. Bolduc brings over 30 years of experience in finance, project management, management of information systems, contract negotiations and auditing to the Peak Positioning management team. Throughout his professional career he has provided clients around the world with business and financial expertise for their large-scale projects in information technology and outsourcing. Mr. Bolduc was formerly VP, Financial Planning at DMR Group Inc., a major information management and technology consulting firm. Most recently he completed two major projects 1) a long-term consulting mandate with Bombardier Transportation, where he played a key role in negotiating two major European outsourcing contracts worth a combined $950 million CAN per year; and 2) a long term consulting mandate with Infrastructure Québec (formerly Partenariats Public/Privé Québec), where he played a key role in project managing the provisioning process of a research centre under a public-private partnership approach worth $500 million CAN. He also previously held a group leader position for an international firm of chartered accountants. Mr. Bolduc attended the University of Sherbrooke where he graduated with a Bachelor degree in Accounting.
Mr. Tasci spans over 35 years experience in computing and has held several executive positions in the IT industry, including CTO and CEO. An accomplished entrepreneur with a proven track record, Mr. Tasci has founded and operated several successful IT companies, such as Montreal-based IT solution provider CossN'Crew Corporation, in business for 20 years. Mr. Tasci has researched, designed and been directly involved with the development of distinct commercialized state-of-the-art systems and applications, including an Internet-based Wireless Wide Area Network (WWAN) ordering system, and Intelligent Virtual Guard (iVG), a leadingedge, analytic-based, proactive Internet security video monitoring and management system. Mr. Tasci is responsible for the concepts behind the technology at the core of Peak Positioning’s patent applications and is expected to continue to spearhead Peak’s research and development efforts to keep it at the forefront of the remote security space. Mr. Tasci attended Concordia University where he graduated with a Bachelors degree in Computer Science..
Interim Financing
The Company also announces that it will proceed with a non-brokered private placement (the "Interim Financing") of 2,000,000 common shares ("Shares") at a price of $0.10 per share for aggregate total proceeds of $200,000, subject to TSXV approval. The proceeds raised from the Interim Financing will be used to pay for expenses incurred in connection with the implementation of the proposed Qualifying Transaction and general working capital.
The Company reserves the right to pay a finder's fee on such Interim Financing in accordance with the policies of the TSXV.
Loan to Peak
Subject to TSXV approval and as soon as possible under the rules of the TSXV, the Company intends to loan up to $200,000 to Peak for its ongoing operations. The loan will be secured by a general security interest (hypothec) over the present and future assets of Peak.
Concurrent Financing
The Acquisition will be subject to completion by the Company of a concurrent private placement (the “Concurrent Financing”) in the amount of $1,500,000 or any other higher amount required by the TSXV to meet its initial listing requirements and be exempted from the sponsorship requirements, but not exceeding $3 million.
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Pursuant to an agency agreement dated September 24, 2009, Canaccord has retained a right of first refusal to act as lead broker with respect to the Concurrent Financing.
Sponsorship
Sponsorship of a qualifying transaction is required by the TSXV unless exempt in accordance with their policies. The Company may apply for an exemption from sponsorship requirement upon the determination of the terms and conditions of the Concurrent Financing. However, there is no assurance that the Company will be able to apply or obtain this exemption.
Conditions of the Acquisition
Completion of the Acquisition is subject to a number of conditions, including the Company's completion of the Interim Financing, the parties completing their respective due diligence reviews, completion of the Concurrent Financing, and TSXV acceptance, which may, among other things, require disinterested shareholder approval and/or sponsorship. In such situation, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.
Additional information regarding Peak financial situation, the resulting issuer’s directors and officers, the proposed cash advance and the Concurrent Financing will be disclosed in a subsequent press release.
Pursuant to the policies of the TSXV, trading of the Company's shares will remain halted until the requirements thereunder have been satisfied.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
BTU Capital Corp.
Suite 125A - 1030 Denman Street Vancouver, BC V6G 2M6 Telephone: 604 818-2617 Fax: 604 648-9013
Attn: Walter Brenner, President and Chief Executive Officer
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.