Danacore Industries Inc. Announces Closing of Qualifying Transaction with Bay Talent Group Inc. and Change of Name
Vancouver, British Columbia--(Newsfile Corp. - December 20, 2019) - Danacore Industries Inc. (TSXV: DANA.P) (the "Company") is pleased to report that it has closed its previously announced Qualifying Transaction (the "Transaction") and changed its name to "Bay Talent Group Inc."
The Company's shares are expected to resume trading on the TSXV as a Tier 2 Industrial Issuer under the ticker symbol "HIRE" on December 23, 2019, subject to the TSXV issuing its final exchange bulletin confirming the completion of the Transaction and its approval thereof.
The Transaction was effected pursuant to a three-cornered amalgamation whereby the Company's wholly owned subsidiary, Danacore Acquisition Corp., amalgamated with Bay Talent Group Inc. ("BTG") under the Ontario Business Corporations Act and BTG became a wholly-owned subsidiary of the Company.
In connection with the Transaction, BTG completed a brokered private placement (the "Offering") of 7,813,000 subscription receipts of BTG (the "Subscription Receipts") at a price of $0.50 per Subscription Receipt for aggregate gross proceeds of $3,906,500.
Also, in connection with the Transaction, the Company completed a consolidation of its common shares on a 2:1 basis and BTG completed a consolidation of its common shares on a 1.3:1 basis (together, the "Consolidations").
Pursuant to the terms of the Transaction (and after giving effect to the Consolidations) each Subscription Receipt effectively converted into one common share of the Company (each, a "Share") and one half common share purchase warrant of the Company (each whole warrant entitling the holder thereof to acquire one Share at a price of $0.70 for a period of two years from closing of the Transaction), each outstanding common share of BTG was exchanged for one Share and each convertible security of BTG was exchanged for a convertible security of the Company on the same terms and conditions as the original security (with appropriate adjustment for the Consolidations).
As partial consideration for certain services provided by Gravitas Securities Inc. and Canaccord Genuity Corp. (the "Agents"), in connection with the Offering, BTG paid $312,520 in cash and issued the Agents an aggregate of 390,650 Subscription Receipts and an aggregate of 625,040 compensation options.
Outstanding Share Capital and Escrow
As a result of the Transaction, there are an aggregate of 48,087,333 Shares issued and outstanding in the capital of the Company, of which the previous shareholders of the Company hold approximately 14.0% of the Company, and the former shareholders of BTG (including persons who participated in the Offering) hold approximately 86.0% of the Company, respectively.
BTG shareholders, representing an aggregate of 24,580,724 Shares post-Transaction, have entered into contractual lock-up agreements, an aggregate of 9,536,667 Shares are subject to Tier 2 Surplus Escrow Agreements, (including 9,232,052 Shares that are also subject to contractual lock-up agreements) and an additional 1,230,770 Shares are subject to TSXV Seed Share Resale Restrictions.
New Board and Management
Upon completion of the Transaction, all directors and officers of Danacore with the exception of Hamed Shahbazi resigned and were replaced by the following nominees of BTG: (i) Allan Hartley - Chief Executive Officer and Director; (ii) Simon Dealy - President and Chief Financial Officer; (iii) Steven Wang - Vice President; (iv) Eric Loree - Corporate Secretary; (v) Jonson Sun - Director; and (vi) Sean Cleary - Director.
Change of Auditor and Year End
In connection with the closing of the Transaction, the Company's newly appointed board of directors approved the appointment of BDO Canada LLP as auditor of the Company and accepted the resignation of Charlton & Company. Charlton & Company resigned as auditor at the Company's request and there were no reservations or modified opinions on any of the Company's financial statements since Charlton & Company was appointed as auditor of the Company, nor, in the opinion of the Company, were there any "reportable events" as defined in National Instrument 51-102 - Continuous Disclosure Obligations during such period. The newly appointed board of directors also resolved to change the year of the Company to December 31 coincident with that of BTG.
Complete details of the terms of the Transaction are set out in the Company's filing statement dated as of November 26, 2019 (the "Filing Statement"), available on SEDAR under the Company's profile at www.sedar.com.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the proposed Transaction 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 Transaction and has neither approved nor disapproved the contents of this press release.
About Bay Talent Group
BTG's strategy is to complete accretive acquisitions of staffing, information technology, and consulting firms that meet BTG's valuation, expertise, geographic, and operational criteria. BTG proposes to create value by providing diversified vertical and cross-selling opportunities to target firms, realizing savings from consolidating operations and leveraging a centralized back-office structure. BTG's mission is to transform the staffing industry through building a network of companies, focusing on digital innovation, and providing unique profit-sharing partnership programs.
BTG was formed under the laws of the Province of Ontario on June 2, 2017. BTG's two wholly-owned operating subsidiaries, Provision IT Resources Ltd. ("Provision") and PTC Accounting and Finance Inc. ("PTC"), are boutique consulting firms that offer a range of professional staffing services for accounting, finance, information technology, and human resources. Their client base includes large organizations in the financial, government, insurance, and pension fund sectors, as well as, small and medium sized businesses across a broad range of industries.
For further information, please refer to the Company's news releases of June 20, 2019, April 23, 2019 and November 29, 2019.
For further information, please contact:
Bay Talent Group Inc.
Allan Hartley, CEO
Phone: (617) 513-1657
In accordance with the policies of the TSXV, the Company's shares are currently halted from trading and will remain so until such time as determined by the TSXV.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction 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 Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
This news release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements with respect to resumption of trading in the common shares of the Company and information related to the business plan of the Company upon completion of the Transaction.
Such statements and information reflect the current view of the Company. Risks and uncertainties exist that may cause actual results to differ materially from those indicated or implied in the forward-looking statements and information. Such factors include, among others: the risk that the Transaction is not approved by the TSXV; the limited business history of BTG; reliance on key management; risks related to BTG's acquisition strategy, including that previous and future acquisitions do not meet expectations or potential acquisitions cannot be completed; dependence on and availability of third party financing; the business of BTG is subject to broader economic factors; disruptions or changes in the credit or security markets; financial results of BTG's operations; unanticipated costs and expenses; and general market and industry conditions.
The forward-looking statements, while considered reasonable by the Company, are inherently based upon assumptions that are subject to significant risks and uncertainties, including, but not limited to, the Transaction will be approved by the TSXV and the Company will be able to carry out its business plan as contemplated. Although the Company believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct.
The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
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