Hombre Capital Completes Qualifying Transaction

September 03, 2014 11:36 AM EDT | Source: NovaTeqni Corporation

Calgary, Alberta--(Newsfile Corp. - September 3, 2014) - Hombre Capital Inc. (TSXV: HOM.P) ("Hombre") is pleased to announce that, further to its news releases dated May 12, 2014 and August 20, 2014 , it has completed the acquisition (the "Acquisition") of all of the issued and outstanding shares (the "NTI Shares") of Novateqni Hong Kong Limited ("NovaTeqni") in accordance with the terms of the share acquisition agreement dated May 8, 2014 (the "Agreement") with NovaTeqni and NovaMeric (Pty) Limited ("NovaMeric"). The Acquisition constitutes Hombre's Qualifying Transaction, as that term is defined under the policies of the TSX Venture Exchange (the "Exchange").

Pursuant to the terms of the Agreement (including all necessary closing adjustments), Hombre acquired 100% of the NTI Shares in exchange for the issuance to NovaMeric of 14,924,501 common shares of Hombre ("Hombre Shares") at a deemed price of $0.15 per share. In addition, a further 6,500,000 Hombre Shares may be issued to NovaMeric one year from the closing date if NovaTeqni's audited financials for its year ended October 31, 2014 show revenues of a minimum of US$4,000,000 with net income before tax of US$500,000. The Hombre Shares issued to NovaMeric are subject to a four month hold period and will be deposited in escrow in accordance with the terms of a value security escrow agreement dated September 2, 2014 among Hombre, NovaMeric and Computershare Trust Company of Canada, as escrow agent.

A finder's fee was payable in connection with the Acquisition in accordance with the policies of the Exchange. The finder's fee was satisfied at closing by way of the issuance of 978,270 Hombre Shares at a deemed price of $0.15 per share to Jean T. Pomerleau. In addition, a further 325,000 Hombre Shares may be issued to Mr. Pomerleau in satisfaction of the finder's fee one year from the closing date if NovaTeqni's audited financials for its year ended October 31, 2014 show revenues of a minimum of US$4,000,000 with net income before tax of US$500,000. The Hombre Shares issued to Mr. Pomerleau are subject to a four month hold period.

After giving effect to the Acquisition, Hombre has 23,902,771 Hombre Shares issued and outstanding and 600,000 Hombre Shares are reserved for issuance upon the exercise of previously issued agent's options.

In connection with the Acquisition, Gerhard Mynhardt was appointed to the board of directors of Hombre which is now comprised of Mr. Mynhardt, Riaz Sumar, Leroy Wolbaum, Larry Youell and Daniel Horner. In addition, the executive officers of Hombre are now comprised of Mr. Mynhardt (President, Chief Executive Officer and Chairman), Mr. Sumar (Chief Financial Officer) and Mr. Horner (Corporate Secretary).

The Exchange has previously granted conditional approval to the listing of the Hombre Shares resulting from the Acquisition, subject to receipt of final submission documents. Pending satisfactory review of such final materials by the Exchange, it is expected that the Hombre Shares will resume trading under its current trading symbol, "HOM" one day after the publication by the Exchange of its final listing bulletin.

Novateqni supplies leading edge biometric and related elections technologies used for voter registration and for voter validation. It also supplies biometrics based mobile phone user registration computers for countries where 'know-your-customer' is a legal requirement for mobile phone ownership. End users of Novateqni products include the United Nations and other governments. In addition, in the telecom sector, Novateqni's customers include MTN and Vodacom.

Based on Novateqni's significant experience in design and development of payment solutions, NovaTeqni is in the process of diversifying in order to supply transactional based solutions for the North American market, followed by other markets. New products will include innovative standards based mobile electronic payment solutions. NovaTeqni will increase its development capacity further which will also result in an ongoing increase in owned intellectual property. Production is contracted out to long term Asian based manufacturing partners. Strategies include possible future US based manufacturing of specialized products such as payment security modules.

For further details regarding the Acquisition, including detailed profiles of the individuals that have been appointed officers and directors of Hombre, readers are encouraged to make reference to the Filing Statement of Hombre that was filed on August 20, 2014 and is available under Hombre's profile at www.sedar.com.

For further information, please contact Riaz Sumar, Chief Financial Officer of Hombre, by email at hombrecapitalinc@gmail.com.

Reader Advisory

Investors are cautioned that, except as disclosed in the filing statement 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 a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved of the contents of this press release.

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the terms of the Acquisition, the final approval of the Exchange, the future issuances of Hombre Shares and the resumption of trading. The forward-looking statements and information are based on certain key expectations and assumptions made by Hombre, including expectations and assumptions concerning the business of Novateqni, the ability to obtain Exchange final approval and that the Resulting Issuer can continue to commercialize its products and there is a continued demand for its products. Although Hombre believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Hombre can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, Hombre being unable to obtain the required Exchange approval and that the Resulting Issuer cannot continue to commercialize its products or demand for its products decreases of disappears. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Hombre undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

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 press release.

info