Welcome!

News Feed Item

Courtland Capital Inc. Announces Signing of Letter of Intent and Reinstatement of Secured Loan With Fixed Income Solutions LLC

CALGARY, ALBERTA -- (Marketwired) -- 05/01/14 -- Courtland Capital Inc. (NEX BOARD:CTD.H) (the "Corporation" or "Courtland") announces that subsequent to its news release dated February 4, 2014, the Corporation has entered into an arm's length non-binding letter of intent dated April 21, 2014 (the "LOI") to acquire Fixed Income Solutions LLC ("FIS") through a business combination. FIS is a private U.S. entity incorporated under the laws of Florida that develops and provides financial services technology in the U.S. market. The control persons of FIS are Andrew Kelley and Steven L. Goldberg.

As previously announced in a news release dated February 4, 2014, the Corporation had terminated the previous LOI with FIS and demanded repayment of a secured loan that had been previously advanced to FIS. Upon the termination of the prior LOI the secured loan became payable. Since that time the parties have met and addressed and resolved matters that led to the termination of the previous LOI, and wish to proceed with the new LOI.

Under the LOI it is contemplated that Courtland will acquire either the assets of FIS or acquire the members' interest in FIS in a merger or business combination (the "Transaction") for an aggregate purchase price of $2,100,000 (the "Purchase Price"). As part of the Transaction, it is expect that Courtland will issue 35,000,000 common shares at a deemed price of $0.05 per share in satisfaction of a portion of the Purchase Price, for aggregate deemed share consideration of $1,750,000. In addition, $300,000 of the Purchase Price will be satisfied by applying amounts owing by FIS to Courtland pursuant to a secured loan as a credit against the Purchase Price, all as more particularly described below. The balance of the Purchase Price, being $25,000, was previously advanced as a cash deposit under the prior LOI and such amount continues to be a deposit against the purchase price under the new LOI.

The LOI also contemplates the reinstatement of the secured loan that Courtland had previously made to FIS in October, 2013. Courtland is now prepared to waive the default and reinstate the loan conditional upon the parties entering into amended and restated loan and security documentation. The secured loan is for an aggregate of up to CDN$300,000 and bears interest at 7% per annum, and it is secured against all the present and after acquired property of FIS. CDN$175,000 has been advanced to FIS under the prior secured loan and remains outstanding today. A second advance of CDN$75,000 will be made immediately to FIS upon the execution of the amended and restated loan and security documentation. In the event the Transaction is completed the principal amount plus accrued interest under the loan will be applied as a credit against the Purchase Price for FIS. If the Transaction is not completed, FIS is required to repay the principal amount plus accrued interest.

In conjunction with the Transaction, the Corporation intends to complete a share consolidation of its issued and outstanding common shares on a 6 for 1 basis. Such consolidation will require shareholder and regulatory approval which will be sought by the Corporation concurrently with obtaining the necessary shareholder and regulatory approval for the Transaction. All share amounts referenced above are based on a post-consolidation basis.

It is expected that further details will be announced on FIS and the FIS Transaction, including significant conditions to be satisfied and applicable sponsorship matters, in a subsequent news release upon Courtland and FIS entering into a definitive agreement. A definitive agreement is expected to be entered into by the parties by May 31, 2014. The trading of the common shares of Courtland will remain halted until the subsequent news release is issued, or upon receipt of applicable documentation by the TSX Venture Exchange.

"Completion of the transaction is subject to a number of conditions, including Exchange acceptance and 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 the Management Information Circular and/or Filing Statement to be prepared in connection with the Transaction, 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 Corporation should be considered highly speculative.

The TSX Venture Exchange 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 news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."

Contacts:
Richard Grass
(403) 899-3549
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Digital Transformation: Preparing Cloud & IoT Security for the Age of Artificial Intelligence. As automation and artificial intelligence (AI) power solution development and delivery, many businesses need to build backend cloud capabilities. Well-poised organizations, marketing smart devices with AI and BlockChain capabilities prepare to refine compliance and regulatory capabilities in 2018. Volumes of health, financial, technical and privacy data, along with tightening compliance requirements by...
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...
This is going to be a live demo on a production ready CICD pipeline which automate the deployment of application onto AWS ECS and Fargate. The same pipeline will automate deployment into various environment such as Test, UAT, and Prod. The pipeline will go through various stages such as source, build, test, approval, UAT stage, Prod stage. The demo will utilize only AWS services including AWS CodeCommit, Codebuild, code pipeline, Elastic container service (ECS), ECR, and Fargate.
"With Digital Experience Monitoring what used to be a simple visit to a web page has exploded into app on phones, data from social media feeds, competitive benchmarking - these are all components that are only available because of some type of digital asset," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We were founded in 2003 and the way we were founded was about good backup and good disaster recovery for our clients, and for the last 20 years we've been pretty consistent with that," noted Marc Malafronte, Territory Manager at StorageCraft, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"MobiDev is a Ukraine-based software development company. We do mobile development, and we're specialists in that. But we do full stack software development for entrepreneurs, for emerging companies, and for enterprise ventures," explained Alan Winters, U.S. Head of Business Development at MobiDev, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
The now mainstream platform changes stemming from the first Internet boom brought many changes but didn’t really change the basic relationship between servers and the applications running on them. In fact, that was sort of the point. In his session at 18th Cloud Expo, Gordon Haff, senior cloud strategy marketing and evangelism manager at Red Hat, will discuss how today’s workloads require a new model and a new platform for development and execution. The platform must handle a wide range of rec...
Bill Schmarzo, author of "Big Data: Understanding How Data Powers Big Business" and "Big Data MBA: Driving Business Strategies with Data Science" is responsible for guiding the technology strategy within Hitachi Vantara for IoT and Analytics. Bill brings a balanced business-technology approach that focuses on business outcomes to drive data, analytics and technology decisions that underpin an organization's digital transformation strategy.
Rodrigo Coutinho is part of OutSystems' founders' team and currently the Head of Product Design. He provides a cross-functional role where he supports Product Management in defining the positioning and direction of the Agile Platform, while at the same time promoting model-based development and new techniques to deliver applications in the cloud.
Is it possible to migrate 100% of your data ecosystem to the cloud? Join Joe Caserta as he takes you on a complete journey to digital transformation mapping out on-prem data footprint and walking it to the cloud. Joe will also explain how the modern ecosystem supports Artificial Intelligence and will include business use cases to back each of his insights.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
"We began as LinuxAcademy.com about five years ago as a very small outfit. Since then we've transitioned into more of a DevOps training company - the technologies and the tooling around DevOps," explained Doug Vanderweide, an instructor at Linux Academy, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Dave McCarthy, Director of Products at Bsquare Corporation; Alan Williamson, Principal ...
Enterprises are universally struggling to understand where the new tools and methodologies of DevOps fit into their organizations, and are universally making the same mistakes. These mistakes are not unavoidable, and in fact, avoiding them gifts an organization with sustained competitive advantage, just like it did for Japanese Manufacturing Post WWII.
"DivvyCloud as a company set out to help customers automate solutions to the most common cloud problems," noted Jeremy Snyder, VP of Business Development at DivvyCloud, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.