|By Marketwired .||
|March 17, 2014 12:38 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/17/14 -- Remo Resources Inc. (the "Company" or "Remo") (TSX VENTURE:RER) announces that it has entered into a letter of intent dated March 14, 2014 for the Company to acquire all of the issued and outstanding securities of Identillect Technologies Inc. ("Identillect"), an arm's length party, by way of a three-cornered amalgamation or plan of arrangement (the "Acquisition").
Identillect is a privately held technology company, incorporated under the laws of Nevada, with operations in Orange County, California. Its controlling shareholder is its founder and Chief Executive Officer, Todd Sexton.
Identillect has a proprietary email encryption delivery technology targeted at organizations of all sizes, as well as individuals. Messages are secured with the click of a button, ensuring their safety while in transit. In addition, Identillect empowers senders to maintain control of their messages by restricting recipients' printing/forwarding/viewing privileges, as well securing all replies from the recipients, without requiring them to register.
Prior to the Acquisition, Remo will complete a 1.35:1 consolidation of its common shares. Pursuant to the Acquisition, Remo will issue an aggregate of 20 million post-consolidation common shares to the shareholders of Identillect in exchange for all of the issued and outstanding shares of Identillect. Up to an additional 5 million common shares of Remo will be issuable on the achievement of certain agreed revenue milestones during each of the two years following the closing, for a total of up to 10 million shares. Convertible securities of both companies will also be amended. Certain securities of the merged entities will also be subject to pooling agreements on terms to be agreed by the parties.
Concurrently with the proposed Acquisition, Remo intends to complete a private placement financing for proceeds of not less than $1,750,000 (the "Financing"), on terms to be agreed.
Following completion of the Acquisition, the Company's Board will be reconstituted to include Todd Sexton, the current President and CEO of Identillect; Jeff Durno, the current Chairman of Identillect; Mike Iverson, a current director of Identillect; and two other persons to be mutually agreed upon by the parties.
The Acquisition will constitute a Change of Business for the Company under the policies of the TSX Venture Exchange (the "Exchange"). The letter of intent does not obligate Remo to complete the Acquisition and closing of the Acquisition remains subject to a number of conditions, including the completion of satisfactory due diligence, the entering into of definitive agreements, the completion of the Financing, receipt of all required shareholder, regulatory and third party consents, including Exchange approval, and satisfaction of other customary closing conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. If required pursuant to Exchange Policy 2.2, the Company will retain a sponsor in connection with the Acquisition.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Remo should be considered highly speculative. Trading in the common shares of Remo will remain halted pending further filings with the Exchange.
Further details on the constitution of the new Board and management and any additional information required pursuant to the policies of the Exchange will be announced or disclosed in additional disclosure documents once finalized.
On behalf of the Board of Directors
REMO RESOURCES INC.
/s/ Stephen Kenwood
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 press release includes statements that constitute "forward-looking information". Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements regarding the proposed consolidation, Acquisition and Financing, and the resumption of trading of the Company's common shares on the TSXV are subject to the conditions described in this news release and all of the risks and uncertainties normally incident to such transactions and events. Investors are cautioned that any such statements are not guarantees of future events and that actual events or developments may differ materially from those projected in the forward-looking information in this news release. Such forward-looking information represents management's best judgment based on information currently available. The Company does not update forward-looking information, except as required by applicable laws.
Remo Resources Inc.
President, Chief Executive Officer, Corporate Secretary and