Welcome!

News Feed Item

Niagara Ventures Corporation Announces Letter of Intent with Blu-Dot Beverage Company Inc.

TORONTO, ONTARIO -- (Marketwired) -- 07/03/14 -- Niagara Ventures Corporation ("NVC") (TSX VENTURE: NIA.P) announced today that it has entered into a binding letter of intent ("LOI") with Blu-Dot Beverage Company Inc. ("Blu-Dot") which outlines the general terms and conditions of a proposed transaction pursuant to which NVC will acquire all of the issued and outstanding securities of Blu-Dot in exchange for securities of NVC (the "Transaction"). The LOI was negotiated at arm's length and is effective as of July 2nd, 2014.

NVC is a capital pool company listed on the TSX Venture Exchange (the "TSXV"). NVC has not commenced commercial operations and has no assets other than cash. The Transaction, if completed, will constitute NVC's "Qualifying Transaction", as defined in TSXV policies.

Blu-Dot is based in Oakville, Ontario and governed by the laws of the Province of Ontario. Blu-Dot is in the business of providing healthy, all natural beverages to customers for everyday use in support of a healthy lifestyle without compromising taste or quality. Blu-Dot's current line of beverages is produced using a patent pending formula and process.

The Transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties. The Transaction is subject to regulatory approval, including the approval of the TSXV, and standard closing conditions, including the approval of the Transaction by the directors of each of NVC and Blu-Dot and completion of due diligence investigations to the satisfaction of each of NVC and Blu-Dot, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, corporate and securities law, and accounting efficiencies.

Trading in the common shares of NVC (the "NVC Shares") will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the TSXV.

The Proposed Transaction

NVC agrees to seek regulatory and any required shareholder approval to acquire all of the issued and outstanding common shares of Blu-Dot ("Blu-Dot Shares"), on the basis of a Shareholder Equity Valuation of NVC of $2,550,706 with 12,753,532 common shares ("NVC Shares") outstanding at a price of $0.20 per share.

The Enterprise Valuation of Blu-Dot will be $2,050,000. This Enterprise Valuation of Blu-Dot equates to Shareholder Equity Valuation of $1,875,000 plus a maximum $175,000 of Blu-Dot Debt. The Blu-Dot Shareholder Equity Valuation will be finalized on closing based on the closing date value of Blu-Dot Debt.

Upon the closing of the Transaction the number of Blu-Dot Shares then outstanding representing its $1,875,000 Shareholder Equity Valuation will be proportionately equated to NVC Shareholder Equity Valuation of $2,550,706. The requisite number of NVC Shares at $0.20 per share will be issued in exchange for the Blu-Dot Shares. The net asset position of NVC at closing will be at least $ 2 Million (before any costs borne by NVC to close a transaction with Blu-Dot).

It is expected that following completion of the Transaction the current holders of NVC Shares will hold approximately XX% of the outstanding shares of the resulting issuer and the current holders of Blu-Dot Shares will hold approximately XX% of the outstanding shares of the resulting issuer.

Prior to the completion of the Transaction, NVC shall call a meeting of its shareholders for the purpose of approving, among other matters, (i) a change of name of NVC to complement the business of the resulting issuer; (ii) election of individuals to the board of directors of NVC; and (iii)) if required by the TSXV, the approval of the Transaction.

Upon closing of the Transaction, the board of NVC shall be reconstituted in a manner that complies with the requirements of the TSXV and applicable securities laws. NVC and Blu-Dot shall each be entitled to select two nominees on the reconstituted board and one additional director nominee shall be mutually agreed, subject to a majority of the Board being independent directors and the receipt of applicable regulatory approvals.

Other Conditions to Transaction

Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance. There can be no assurance that the Transaction will be completed as proposed, or at all.

Other conditions to completion of the Transaction include, but are not limited to:


--  Negotiation and execution of a Definitive Agreement in respect of the
    Transaction.
--  Preparation and filing of a disclosure document outlining the definitive
    terms of the Transaction in accordance with the rules of the TSXV.
--  Receipt of all requisite approvals from shareholders, regulatory
    authorities (including the TSXV) and third parties involved in the
    manufacturing, distribution and sale of Blu-Dots products relating to
    the Transaction.
--  No material adverse change prior to completion of the Transaction.
--  The representations and warranties being true and correct in all
    material respects as of the closing of the Transaction.
--  Receipt of legal opinions in relation to the Transaction.
--  There being no debts or amounts owing to certain insiders and other non-
    arm's length persons, other than as disclosed in the LOI or for expenses
    incurred in the ordinary course.
--  No legal proceeding, regulatory action, inquiry or investigation as at
    the closing of the Transaction which may have a material adverse effect.
--  No prohibition at law against the Transaction.
--  Compliance with the terms of the binding LOI.
--  No material breach of the covenants contained in the Transaction
    documents.

Further Information

Further details about the proposed Transaction and the resulting issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Transaction.

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

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

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of NVC that may be issued in connection with the Transaction, the ownership ratio of NVC post-closing, and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. NVC assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

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. In addition, this release is not for distribution to United States newswire services or for dissemination in the United States.

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
As businesses adopt functionalities in cloud computing, it’s imperative that IT operations consistently ensure cloud systems work correctly – all of the time, and to their best capabilities. In his session at @BigDataExpo, Bernd Harzog, CEO and founder of OpsDataStore, will present an industry answer to the common question, “Are you running IT operations as efficiently and as cost effectively as you need to?” He will expound on the industry issues he frequently came up against as an analyst, and...
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Microservices are a very exciting architectural approach that many organizations are looking to as a way to accelerate innovation. Microservices promise to allow teams to move away from monolithic "ball of mud" systems, but the reality is that, in the vast majority of organizations, different projects and technologies will continue to be developed at different speeds. How to handle the dependencies between these disparate systems with different iteration cycles? Consider the "canoncial problem" ...
After more than five years of DevOps, definitions are evolving, boundaries are expanding, ‘unicorns’ are no longer rare, enterprises are on board, and pundits are moving on. Can we now look at an evolution of DevOps? Should we? Is the foundation of DevOps ‘done’, or is there still too much left to do? What is mature, and what is still missing? What does the next 5 years of DevOps look like? In this Power Panel at DevOps Summit, moderated by DevOps Summit Conference Chair Andi Mann, panelists l...
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, provided the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” used open source attack tools that are free and available for download by anybody. Attendees learned where to find and how to operate these tools for the purpose of testing their own IT infrastructure. The...
Keeping pace with advancements in software delivery processes and tooling is taxing even for the most proficient organizations. Point tools, platforms, open source and the increasing adoption of private and public cloud services requires strong engineering rigor - all in the face of developer demands to use the tools of choice. As Agile has settled in as a mainstream practice, now DevOps has emerged as the next wave to improve software delivery speed and output. To make DevOps work, organization...
The modern software development landscape consists of best practices and tools that allow teams to deliver software in a near-continuous manner. By adopting a culture of automation, measurement and sharing, the time to ship code has been greatly reduced, allowing for shorter release cycles and quicker feedback from customers and users. Still, with all of these tools and methods, how can teams stay on top of what is taking place across their infrastructure and codebase? Hopping between services a...
Virtualization over the past years has become a key strategy for IT to acquire multi-tenancy, increase utilization, develop elasticity and improve security. And virtual machines (VMs) are quickly becoming a main vehicle for developing and deploying applications. The introduction of containers seems to be bringing another and perhaps overlapped solution for achieving the same above-mentioned benefits. Are a container and a virtual machine fundamentally the same or different? And how? Is one techn...
My team embarked on building a data lake for our sales and marketing data to better understand customer journeys. This required building a hybrid data pipeline to connect our cloud CRM with the new Hadoop Data Lake. One challenge is that IT was not in a position to provide support until we proved value and marketing did not have the experience, so we embarked on the journey ourselves within the product marketing team for our line of business within Progress. In his session at @BigDataExpo, Sum...
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex softw...
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm.
What sort of WebRTC based applications can we expect to see over the next year and beyond? One way to predict development trends is to see what sorts of applications startups are building. In his session at @ThingsExpo, Arin Sime, founder of WebRTC.ventures, will discuss the current and likely future trends in WebRTC application development based on real requests for custom applications from real customers, as well as other public sources of information,
Interoute has announced the integration of its Global Cloud Infrastructure platform with Rancher Labs’ container management platform, Rancher. This approach enables enterprises to accelerate their digital transformation and infrastructure investments. Matthew Finnie, Interoute CTO commented “Enterprises developing and building apps in the cloud and those on a path to Digital Transformation need Digital ICT Infrastructure that allows them to build, test and deploy faster than ever before. The int...
Whether you like it or not, DevOps is on track for a remarkable alliance with security. The SEC didn’t approve the merger. And your boss hasn’t heard anything about it. Yet, this unruly triumvirate will soon dominate and deliver DevSecOps faster, cheaper, better, and on an unprecedented scale. In his session at DevOps Summit, Frank Bunger, VP of Customer Success at ScriptRock, discussed how this cathartic moment will propel the DevOps movement from such stuff as dreams are made on to a practic...
ChatOps is an emerging topic that has led to the wide availability of integrations between group chat and various other tools/platforms. Currently, HipChat is an extremely powerful collaboration platform due to the various ChatOps integrations that are available. However, DevOps automation can involve orchestration and complex workflows. In his session at @DevOpsSummit at 20th Cloud Expo, Himanshu Chhetri, CTO at Addteq, will cover practical examples and use cases such as self-provisioning infra...