Danacore Industries Announces Proposed Qualifying Transaction with Bay Talent Group Inc.
Vancouver, British Columbia--(Newsfile Corp. - April 25, 2019) - Danacore Industries Inc. (TSXV: DANA.P) ("Danacore" or the "Company"), a capital pool company, is pleased to announce that it has entered into a non-binding letter of intent dated April 22, 2019 (the "Letter of Intent") with Bay Talent Group Inc. ("BTG"), which outlines the general terms and conditions of a proposed transaction that will result in Danacore acquiring all of the issued and outstanding shares of BTG, in exchange for shares of Danacore (the "Proposed Transaction"). If completed, the Proposed Transaction will constitute Danacore's qualifying transaction for the purposes of Policy 2.4 of the TSX Venture Exchange (the "TSX-V").
The specific terms of the Proposed Transaction and the Offering will be disclosed in a future comprehensive news release after execution of a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement").
Danacore's common shares are currently halted from trading, and trading such shares is expected to remain halted pending completion of the Proposed Transaction.
About the Proposed Transaction
It is currently anticipated that the Proposed Transaction will be completed by way of a three-cornered amalgamation whereby BTG will amalgamate with a newly-incorporated subsidiary of Danacore, following which the amalgamated entity will continue as a wholly-owned subsidiary of Danacore.
Upon completion of the Proposed Transaction, the name of Danacore will be changed to a name requested by BTG. The resulting entity (the "Resulting Issuer") will carry on the business of BTG as currently constituted and planned. The Proposed Transaction does not constitute a Non-Arm's Length Qualifying Transaction, for the purposes of the TSX-V.
In connection with the completion of the Proposed Transaction, it is anticipated that BTG will undertake a majority arm's length subscription receipt financing, led or co-led by Gravitas Securities Inc., for aggregate gross proceeds of up to $5 million (the "Offering") at a price and on terms to be mutually acceptable to the parties. The proceeds of the Offering will be held in escrow pending completion of the Proposed Transaction.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, the execution of the Definitive Agreement, regulatory approvals, closing of the Offering, the approvals of the shareholders of either or both Danacore and BTG of the Proposed Transaction (if necessary), filing of a sponsorship report (unless waived) and satisfaction of other closing conditions as are customary in transactions of this nature.
The Proposed Transaction cannot close until the required approvals are obtained, and the outstanding conditions are satisfied. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
BTG was formed under the laws of the Province of Ontario on June 2, 2017. BTG has two wholly-owned operating subsidiaries, Provision IT Resources Ltd. and PTC Accounting and Finance Inc., which are corporations existing under the laws of Ontario and Canada, respectively.
BTG operates boutique executive search, staffing, office administration and consulting firms in Southwestern Ontario that offer a range of professional staffing services for industries including Accounting, Finance, Information Technology, and Human Resources. In the last year, BTG clients have included companies in the financial, government, insurance, and pension fund industries, as well as, small and medium sized businesses across a broad range of industry sectors.
BTG's strategy is to complete disciplined acquisitions of executive staffing and consulting firms that meet BTG's acquisition valuation, geographic, strategic and operational standards. BTG proposes to create value by both providing diversified verticals and cross-selling opportunities to target staffing and recruiting companies, and realizing SG&A savings from consolidating back-end operations of portfolio companies.
The management of BTG, led by Allan Hartley, brings decades of experience in the staffing industry. Mr. Hartley, the proposed CEO of the Resulting Issuer, first began in the staffing industry in 1983 and, prior to joining BTG, was engaged in the formation and operations of public and private staffing companies in the United States.
"We are very excited about entering into this tremendous opportunity with Danacore. BTG is committed to identifying growth opportunities, and I look forward to applying my experience and passion for the staffing industry to drive the future success of our business," said Allan Hartley, CEO, Bay Talent Group Inc.
Sponsorship of Qualifying Transaction
Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless waived in accordance with TSX-V polices. Danacore intends to apply for a waiver from the sponsorship requirements. There is no assurance that Danacore will ultimately obtain a waiver from sponsorship.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
For further information, please contact:
Phone: (604) 377-0014
Cautionary Note Regarding Forward-Looking Information
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Danacore and BTG with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (i) expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied including, but not limited to, the necessary board, shareholder and regulatory approvals and the timing associated with obtaining such approvals, if at all; (ii) the timing for completing the Proposed Transaction, if at all; (iii) the timing associated with entering into the Definitive Agreement and the terms and conditions therein; (iv) the size and timing associated with completing the Offering; (v) the business plans and expectations of Danacore and BTG; (vi) trading in Danacore shares and when such trading will resume, if at all; (vii) the issuance of and timing associated with issuing a further comprehensive news release or news releases; and (viii) expectations for other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Danacore and BTG's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of BTG and the Company and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although BTG and the Company have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. BTG and the Company do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSX-V acceptance and, if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Investment and trading in securities of a capital pool company should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
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