|By Marketwired .||
|December 12, 2013 05:28 PM EST||
CALGARY, ALBERTA -- (Marketwired) -- 12/12/13 -- Hombre Capital Inc. ("Hombre") (TSX VENTURE: HOM.P) is pleased to announce that it has entered into an arm's length letter of intent dated December 11, 2013 (the "LOI") with NovaMeric (Proprietary) Limited ("NovaMeric") and its wholly owned subsidiary Novateqni Hong Kong Limited ("Novateqni") pursuant to which Hombre proposes to acquire all of the issued and outstanding shares (the "NTI Shares") of Novateqni (the "Acquisition"). The Acquisition is expected to constitute Hombre's Qualifying Transaction, as that term is defined under the policies of the TSX Venture Exchange (the "Exchange"). The Resulting Issuer will carry on the business of Novateqni and it is expected that the Resulting Issuer will be categorized as a Tier 2 Technology Issuer under the policies of the Exchange.
Summary of the Proposed Qualifying Transaction
Pursuant to the LOI, Hombre will acquire 100% of the NTI Shares in exchange for the issuance of 24,500,000 common shares of Hombre ("Hombre Shares") at a deemed price of $0.15 per share. Notwithstanding the above, the number of Hombre Shares to be issued will be adjusted depending on the cash available in Novateqni on the closing date. Hombre will issue an additional 500,000 Hombre Shares for every $100,000 of cash available in Novateqni that is in excess $700,000. If cash available in Novateqni is less than $700,000, the Hombre Shares to be issued to Novateqni will be reduced by 500,000 for every $100,000 of cash available in Novateqni that is less than $700,000. Cash available will be calculated net of debts and liabilities as reflected on Novateqni's financial statements on the closing date and will be made up of cash and inventory, as well as products in production against purchase orders. The adjustments in the number of Hombre Shares to be issued will made on a pro-rata basis. Upon completion of the Acquisition, subject to adjustments, NovaMeric will own approximately 75% of the 32,500,000 issued and outstanding Hombre Shares.
The Hombre Shares are listed for trading on the Exchange under the trading symbol "HOM.P" and Hombre is classified as a "capital pool company" pursuant to Policy 2.4 of the Exchange. As a capital pool company, the current business of Hombre is to identify and evaluate potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value. Except as specifically contemplated in the policies of the Exchange, until the completion of a Qualifying Transaction, Hombre will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a Qualifying Transaction.
NovaTeqni is a private company that was incorporated under the laws of Hong Kong. It is expected that Novateqni will soon be headquartered in the United States of America and Canada. NovaMeric is a private company that was incorporated under the laws of South Africa. Mr. Gerhard Mynhardt, a US citizen and South African resident, owns all of the issued and outstanding shares of Novameric.
Novateqni supplies leading edge biometric and related elections technologies used for voter registration and for voter validation. It also supplies biometrics based mobile phone user registration computers for countries where 'know-your-customer' is a legal requirement for mobile phone ownership. End users of Novateqni products include the United Nations and other governments. In addition, in the telecom sector, Novateqni's customers include MTN and Vodacom.
Based on Novateqni's significant experience in design and development of payment solutions, NovaTeqni is in the process of diversifying in order to supply transactional based solutions for the North American market, followed by other markets. New products will include innovative standards based mobile electronic payment solutions. NovaTeqni will increase its development capacity further which will also result in an ongoing increase in owned Intellectual Property. Production is contracted out to long term Asian based manufacturing partners. Strategies include possible future US based manufacturing of specialized products such as payment security modules.
The table below sets forth certain selected financial information for Novateqni for the periods indicated.
As at the year ended As at the year ended October 31, 2013 October 31, 2012 (unaudited) (unaudited) US$ US$ Total Revenue $4,351,047 $1,415,682 Operating Expenses $659,087 $545,278 Net Income $524,956 $72,906 Total Assets $580,731 $72,905 Total Liabilities Nil Nil
Post-Transaction Directors, Officers and Insiders of the Resulting Issuer
The board of directors of the Resulting Issuer is expected to consist of the current board of directors of Hombre (Riaz Sumar, Leroy Wolbaum, Larry Youell, and Daniel Horner) as well as Gerhard Mynhardt. The officers of the Resulting Issuer are expected to be Gerhard Mynhardt (President and Chief Executive Officer) and Riaz Sumar (Chief Financial Officer). Set forth below is information on each individual that is currently anticipated to be a director, officer or insider (i.e. an owner of more than 10% of the outstanding shares) of the Resulting Issuer upon closing of the Acquisition:
Gerhard Mynhardt - President and Chief Executive Officer; Director; Sandton, South Africa is the founder and Managing Director of both NovaTeqni and NovaMeric. Mr. Mynhardt has founded and managed a number of successful technology focused companies, being NovaTeqni, NovaMeric, MaxID, SyGade and Natech. Mr. Mynhardt has more than 20 years of experience as CEO of technology focused companies during which time he was responsible for a number of innovative world leading developments such as the world's first mobile electronic payments terminal, the first mobile computer with integrated barcode and RFID readers. Mr. Mynhardt has also served as a non executive director on the board of other private technology companies.
Riaz Sumar - Chief Financial Officer; Director; Calgary, Alberta: Mr. Sumar is a Certified General Accountant and is currently a Director, Secretary, Chief Executive Officer, Chief Financial Officer and Promoter of the Hombre. Mr. Sumar has over 15 years of public company experience. Mr. Sumar's experience in public companies includes FEC Resources Inc. (OTC Bulletin Board), North American Gem Inc. (TSX Venture Exchange), TransAKT Corp. (OTC Bulletin Board), Aurado Energy Inc. (Toronto Stock Exchange) and Suparna Gold Corp. (TSX Venture Exchange). He is also a Director of Sumar Management Consultants Ltd., a private company, which provides advice and management consulting services to a variety of public and private businesses.
Leroy Wolbaum - Director; Calgary, Alberta: Mr. Wolbaum currently serves as President and a Director of Hombre. He is a Petroleum Technologist that has 40 years of business experience including service on several public company boards. From May 1, 1997 to present, he has been a Director for Mart Resources Inc. which trades on the TSX Venture Exchange and from November 17, 1997 to September 16, 2011 he served as a Director for Anglo Swiss Resources Inc. which also trades on the TSX Venture Exchange. Mr. Wolbaum also has public company experience as a director with North American Gem Inc. (TSX Venture Exchange), TransAKT Corp. (OTC Bulletin Board) and Wildcard Wireless Solutions Inc. (TSX Venture Exchange).
Daniel Horner - Director; Calgary, Alberta: Mr. Horner is currently a Director of Hombre. Mr. Horner is a partner in the law firm of Scott Venturo LLP, in Calgary, Alberta, and carries on a corporate law practice. Mr. Horner has been a practicing lawyer in Calgary since 1993 and currently sits as a director for a number of corporations. His past public corporation experience in the capacity as a director was with Red Sky Energy Ltd., a company listed on the Australian Stock Exchange. Mr. Horner was also a director of a regulated exempt market dealer in Alberta. Mr. Horner attended the University of Saskatchewan and obtained his Bachelor of Commerce, with a Finance Major, in 1991 and his Bachelor of Laws in 1992.
Larry Youell - Director; Oliver, British Columbia: Mr. Youell is currently a Director of Hombre. Over the past 30 years Mr. Youell has been involved with both public and private companies. He was with Consumers Gas Company Limited for over 25 years in various management positions (Senior VP Operations and Senior VP Business Support) retiring after Enbridge acquired the company. In 1998, Mr Youell was elected to the Board of Tracer Petroleum as a Director and Chairman, then later became President and CEO in 2005. In 2005, the company changed its name to Forum Energy and then to FEC Resources Inc., and participated in international oil, gas and mining ventures. In August 2009, Mr. Youell retired from the Board of FEC Resources Inc. In 2005 Mr Youell joined Benchmark Energy Corp., a junior oil and gas exploration company, as Chairman and Director. In 2010, the company completed a reverse take-over and changed its name to Bolivar Energy Corp. which is when Mr. Youell resigned.
Arm's Length Qualifying Transaction
The Acquisition was negotiated by the parties who are dealing at arm's length with each other and therefore, in accordance with the policies of the Exchange, is not a Non-Arm's Length Qualifying Transaction, as that term is defined by the Exchange. As a result, approval of the Acquisition by holders of the Hombre Shares is not required under the policies of the Exchange.
Conditions Precedent and Sponsorship
The completion of the Acquisition is subject to a number of conditions including, but not limited to the entering into of a definitive agreement governing the Acquisition, the receipt of all necessary board approvals and the receipt of all necessary regulatory and Exchange approvals related to the Acquisition.
The Exchange also requires that the Resulting Issuer be sponsored by a participating organization of the Exchange. Hombre is currently in the process of engaging a sponsor to fulfil the sponsorship requirements of the Exchange.
Resumption of Trading and Further News
Trading of the Hombre Shares has been halted and will not resume until the Exchange has completed certain preliminary background searches and Hombre has engaged a sponsor to fulfil the sponsorship requirements of the Exchange. Hombre will issue a further news release as soon as further details are available regarding the Acquisition, including the name and background information of any additional proposed officers of the Resulting Issuer, and the resumption of trading.
Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Acquisition, 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 a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved of the contents of this press release.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the terms of the Acquisition, the completion of the Acquisition, the filing of a filing statement, the Resulting Issuer's business, the engagement of a sponsor, the resumption of trading and the entering into of a definitive agreement. The forward-looking statements and information are based on certain key expectations and assumptions made by Hombre, including expectations and assumptions concerning the results of its due diligence review of the business of each of Novameric and Novateqni, the ability to obtain Exchange approval and that the Resulting Issuer can continue to commercialize its products and there is a continued demand for its products. Although Hombre believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Hombre can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the results of the due diligence review of the business of Novameric and Novateqni being less than satisfactory, Hombre being unable to obtain the required Exchange approval, that the proposed directors and officers of the Resulting Issuer are unable to serve as directors and officers of the Resulting Issuer and the Resulting Issuer cannot continue to commercialize its products or demand for its products decreases of disappears. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Hombre undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
Neither the 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 press release.
Hombre Capital Inc.
Chief Executive Officer and Chief Financial Officer