SYS-CON MEDIA Authors: Pat Romanski, Sean Houghton, Glenn Rossman, Ignacio M. Llorente, Xenia von Wedel

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The Transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties.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
The BPM world is going through some evolution or changes where traditional business process management solutions really have nowhere to go in terms of development of the road map. In this demo at 15th Cloud Expo, Kyle Hansen, Director of Professional Services at AgilePoint, shows AgilePoint’s unique approach to dealing with this market circumstance by developing a rapid application composition or development framework.
AppZero has announced that its award-winning application migration software is now fully qualified within the Microsoft Azure Certified program. AppZero has undergone extensive technical evaluation with Microsoft Corp., earning its designation as Microsoft Azure Certified. As a result of AppZero's work with Microsoft, customers are able to easily find, purchase and deploy AppZero from the Azure Marketplace. With just a few clicks, users have an Azure-based solution for moving applications to the...
“In the past year we've seen a lot of stabilization of WebRTC. You can now use it in production with a far greater degree of certainty. A lot of the real developments in the past year have been in things like the data channel, which will enable a whole new type of application," explained Peter Dunkley, Technical Director at Acision, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
“We help people build clusters, in the classical sense of the cluster. We help people put a full stack on top of every single one of those machines. We do the full bare metal install," explained Greg Bruno, Vice President of Engineering and co-founder of StackIQ, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo (http://www.CloudComputingExpo.com...
The cloud is becoming the de-facto way for enterprises to leverage common infrastructure while innovating and one of the biggest obstacles facing public cloud computing is security. In his session at 15th Cloud Expo, Jeff Aliber, a global marketing executive at Verizon, discussed how the best place for web security is in the cloud. Benefits include: Functions as the first layer of defense Easy operation –CNAME change Implement an integrated solution Best architecture for addressing network-l...
"BSQUARE is in the business of selling software solutions for smart connected devices. It's obvious that IoT has moved from being a technology to being a fundamental part of business, and in the last 18 months people have said let's figure out how to do it and let's put some focus on it, " explained Dave Wagstaff, VP & Chief Architect, at BSQUARE Corporation, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The move in recent years to cloud computing services and architectures has added significant pace to the application development and deployment environment. When enterprise IT can spin up large computing instances in just minutes, developers can also design and deploy in small time frames that were unimaginable a few years ago. The consequent move toward lean, agile, and fast development leads to the need for the development and operations sides to work very closely together. Thus, DevOps become...
SYS-CON Media announced today that Aruna Ravichandran, VP of Marketing, Application Performance Management and DevOps at CA Technologies, has joined DevOps Journal’s authors. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. DevOps Journal brings valuable information to DevOps professionals who are transforming the way enterprise IT is done. Aruna's inaugural article "Four Essential Cultural Hacks for DevOps Newbies" discusses how to demonstrate the...
"Our premise is Docker is not enough. That's not a bad thing - we actually love Docker. At ActiveState all our products are based on open source technology and Docker is an up-and-coming piece of open source technology," explained Bart Copeland, President & CEO of ActiveState Software, in this SYS-CON.tv interview at DevOps Summit at Cloud Expo®, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Verizon Enterprise Solutions is simplifying the cloud-purchasing experience for its clients, with the launch of Verizon Cloud Marketplace, a key foundational component of the company's robust ecosystem of enterprise-class technologies. The online storefront will initially feature pre-built cloud-based services from AppDynamics, Hitachi Data Systems, Juniper Networks, PfSense and Tervela. Available globally to enterprises using Verizon Cloud, Verizon Cloud Marketplace provides a one-stop shop fo...
SYS-CON Events announced today that Windstream, a leading provider of advanced network and cloud communications, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Windstream (Nasdaq: WIN), a FORTUNE 500 and S&P 500 company, is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, p...
The Internet of Things is not new. Historically, smart businesses have used its basic concept of leveraging data to drive better decision making and have capitalized on those insights to realize additional revenue opportunities. So, what has changed to make the Internet of Things one of the hottest topics in tech? In his session at @ThingsExpo, Chris Gray, Director, Embedded and Internet of Things, discussed the underlying factors that are driving the economics of intelligent systems. Discover ...

ARMONK, N.Y., Nov. 20, 2014 /PRNewswire/ --  IBM (NYSE: IBM) today announced that it is bringing a greater level of control, security and flexibility to cloud-based application development and delivery with a single-tenant version of Bluemix, IBM's

SYS-CON Events announced today that IDenticard will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. IDenticard™ is the security division of Brady Corp (NYSE: BRC), a $1.5 billion manufacturer of identification products. We have small-company values with the strength and stability of a major corporation. IDenticard offers local sales, support and service to our customers across the United States and Canada...