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The Transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties.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
"We are still a relatively small software house and we are focusing on certain industries like FinTech, med tech, energy and utilities. We help our customers with their digital transformation," noted Piotr Stawinski, Founder and CEO of EARP Integration, 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 Striim platform is a full end-to-end streaming integration and analytics platform that is middleware that covers a lot of different use cases," explained Steve Wilkes, Founder and CTO at Striim, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"At the keynote this morning we spoke about the value proposition of Nutanix, of having a DevOps culture and a mindset, and the business outcomes of achieving agility and scale, which everybody here is trying to accomplish," noted Mark Lavi, DevOps Solution Architect at Nutanix, in this SYS-CON.tv interview at @DevOpsSummit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"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.
DX World EXPO, LLC., a Lighthouse Point, Florida-based startup trade show producer and the creator of "DXWorldEXPO® - Digital Transformation Conference & Expo" has announced its executive management team. The team is headed by Levent Selamoglu, who has been named CEO. "Now is the time for a truly global DX event, to bring together the leading minds from the technology world in a conversation about Digital Transformation," he said in making the announcement.
21st International Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Me...
Kubernetes is an open source system for automating deployment, scaling, and management of containerized applications. Kubernetes was originally built by Google, leveraging years of experience with managing container workloads, and is now a Cloud Native Compute Foundation (CNCF) project. Kubernetes has been widely adopted by the community, supported on all major public and private cloud providers, and is gaining rapid adoption in enterprises. However, Kubernetes may seem intimidating and complex ...
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
SYS-CON Events announced today that Datera, that offers a radically new data management architecture, has been named "Exhibitor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Datera is transforming the traditional datacenter model through modern cloud simplicity. The technology industry is at another major inflection point. The rise of mobile, the Internet of Things, data storage and Big...
SYS-CON Events announced today that Calligo, an innovative cloud service provider offering mid-sized companies the highest levels of data privacy and security, has been named "Bronze Sponsor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Calligo offers unparalleled application performance guarantees, commercial flexibility and a personalised support service from its globally located cloud plat...
"We focus on SAP workloads because they are among the most powerful but somewhat challenging workloads out there to take into public cloud," explained Swen Conrad, CEO of Ocean9, Inc., 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.
"We've been engaging with a lot of customers including Panasonic, we've been involved with Cisco and now we're working with the U.S. government - the Department of Homeland Security," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"Cloud computing is certainly changing how people consume storage, how they use it, and what they use it for. It's also making people rethink how they architect their environment," stated Brad Winett, Senior Technologist for DDN Storage, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We're here to tell the world about our cloud-scale infrastructure that we have at Juniper combined with the world-class security that we put into the cloud," explained Lisa Guess, VP of Systems Engineering at Juniper Networks, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.