Free Form Letter Top Seven Fantastic Experience Of This Year’s Free Form Letter
Vancouver, British Columbia–(Newsfile Corp. – December 19, 2019) – Zecotek Photonics Inc. (TSXV: ZMS) (“Zecotek” or the “Company”) announces that, added to its account absolution anachronous December 6, 2019, the Aggregation has filed its audited anniversary banking statements for the year concluded July 31, 2019 and accompanying Administration Discussion and Analysis for the aforementioned period. The Company’s balance were accountable to a cease barter adjustment (“CTO”) imposed by the British Columbia Balance Commission (the “BCSC”) on December 4, 2019 as a aftereffect of the Company’s abortion to book its audited anniversary banking statements for the year concluded July 31, 2019. Trading in the Company’s balance was additionally abeyant by the TSX Venture Barter (“TSX-V”) and apoplectic by IROC as a aftereffect of the CTO. The BCSC has revoked the CTO and the Aggregation intends to administer to accept its balance reinstated for trading by the TSX-V. The Aggregation has, however, requested that a trading arrest abide in abode afterwards abolishment of the CTO until such time as the Aggregation completes the proposed Transaction declared in detail below.
Zecotek additionally announces that it has entered into a non-arm’s breadth bounden letter acceding anachronous December 19, 2019 (the “Letter Agreement”) with Birdview Insight Inc. (“BirdView”), a clandestine developer of activity administration software with operations based in Vancouver, British Columbia. Pursuant to the Letter Agreement, Zecotek has agreed to access 100% of the outstanding shares of BirdView in application for 38 actor post-consolidation shares of the Aggregation (the “Transaction”). The Transaction is accepted to accumulated a about-face takeover beneath the rules and behavior of the TSX-V.
Pursuant to the letter agreement, it is proposed that Zecotek will access 100% of the outstanding shares of BirdView by arising about 38 actor post-consolidation shares of the Aggregation to shareholders of BirdView. The Transaction is accepted to accumulated a about-face takeover of Zecotek by BirdView pursuant to the behavior of the TSX-V. The Transaction will be structured as a business combination, plan of arrangement, amalgamation, merger, or added agnate anatomy of transaction, whereby the shareholders of BirdView will become shareholders of the accumulated entity. Aloft closing of the Transaction (including the financings declared below), it is accepted that aloft shareholders of BirdView will authority about 72% of the shares of the Aggregation and absolute shareholders of the Aggregation will authority about 7.8% of the shares of the Company. Subscribers in the Arch Costs declared beneath are accepted to authority 5% of the shares of the Aggregation and subscribers in the circumstantial costs declared beneath are accepted to authority the actual 15.2% of the shares of the Company.
Zecotek will undertake a forty (40) for one (1) alliance (the “Consolidation”) of its accepted shares above-mentioned to closing of the Transaction in adjustment to facilitate the buying percentages acclaimed above. As allotment of the balance barter which will aftereffect in the conception of the new accumulated entity, Zecotek proposes to affair to absolute shareholders one allotment acquirement accreditation for every post-Consolidation allotment endemic by such shareholder. Anniversary accreditation will baptize the holder to access one post-Consolidation accepted allotment of Zecotek at a amount of $0.60 for a aeon of two years afterward closing of the Transaction.
BirdView does not accept any absolute options, warrants or added convertible balance so no accouterment has been fabricated in the Letter Acceding for the barter of BirdView convertible balance for convertible balance of the Company. Stock options will be allocated to directors, officers, advisers and consultants of the accumulated article and accepted to such persons/entities on closing of the Transaction. The parties additionally agreed to use reasonable bartering efforts to alter the letter acceding with a academic absolute agreement. About if the parties do not access into a consecutive academic agreement, the letter acceding will abide in abode and be bounden aloft the parties. Aloft achievement of the Transaction, the Aggregation will be a Tier 2 technology issuer.
As a activity of the Transaction, Zecotek charge bankrupt itself of its two operating subsidiaries. In adjustment to accommodated that condition, either accordingly with or above-mentioned to the closing of the Transaction, Zecotek proposes to advertise (the “Dispositions”) all of the issued and outstanding shares of its 90% endemic subsidiaries, Zecotek Imaging Systems Singapore Pte. Ltd (“ZIS”) and Zecotek Affectation Systems Singapore Pte. Ltd. (“ZDS”) to Zecotek Holdings Singapore Pte. Ltd. (“ZHS”). ZHS is a clandestine aggregation controlled by Dr. Faouzi Zerrouk, President and CEO of Zecotek. As a result, the Dispositions will accumulated a accompanying affair transaction and will be accountable to the requirements of MI 61-101 as declared in added detail below.
Zecotek proposes to advertise all of its shares in ZIS and ZDS in barter for accidental amount rights (“CVRs”) to be accepted on a pro rata base to shareholders of Zecotek in admeasurement to their shareholdings of Zecotek on a almanac date to be bent by Zecotek.
The CVR’s would admittance shareholders of Zecotek, as of a pre-determined almanac date for a appropriate affair that will be alleged to accept the Dispositions, to accept the assertive payments aloft the accident of an M&A transaction undertaken by ZIS or ZDS or their shareholders. The accumulated acquittal beneath the CVR (before any appropriate tax withholdings) would be according to 15% of the absolute application accustomed by ZIS or ZDS or their corresponding shareholders in affiliation with an M&A transaction undertaken aural three years from closing of the auction of ZIS and ZDS.
Zecotek and ZHS accept not yet entered into academic agreements apropos the Disposition.
Acquisition of New Technologies by ZIS and ZDS
In affiliation with and accountable to the Dispositions actuality approved, ZIS and ZDS will access new technology from ZHS. The accretion of these new technologies is advised to advance the performance, automated and bartering appliance of ZIS and ZDS in adjustment to accommodate a added astute roadmap to commercialization and avenue strategy.
The absolute artefact band of ZIS includes LFS blaze crystals (and the LFS Production Facility in Shanghai), solid-date MAPD photodetectors, and ASIC dent technology. ZDS includes all technologies accompanying to the proprietary 3D display.
These technology acquisitions are advised to enhance the amount of the CVR to Zecotek shareholders.
The absorbed is to complete the Dispositions above-mentioned to closing the Transaction and for anniversary of ZIS and ZDS to access the technologies post-closing of the Transaction and the Dispositions. No acceding accept been agreed to at this time.
In affiliation with the Transaction, Zecotek proposes to complete a circumstantial clandestine adjustment alms for gross gain of a minimum of CDN$4,000,000, on acceding to be agreed by Zecotek and BirdView. Zecotek may pay finder’s fees or commissions in affiliation with the financing. It is currently advancing that the costs will be a costs of cable receipts at a amount of $0.50 per cable receipt. Anniversary cable cancellation will, on Closing, afterwards added activity on the allotment of the subscribers, automatically catechumen into one assemblage of Zecotek, with anniversary assemblage actuality comprised of one post-Consolidation accepted allotment of Zecotek and one non-transferrable allotment acquirement warrant. Anniversary accreditation will baptize the holder to access one added post-Consolidation accepted allotment of Zecotek at a amount of $0.75 for a aeon of two years from Closing.
Directors and Officers
On closing of the Transaction, it is advancing that the lath of admiral will be comprised of 6 directors, with 2 associates nominated by Zecotek and 4 associates nominated by BirdView. Administration of the new aggregation will abide of admiral called by BirdView. Capacity apropos the admiral and admiral of the Aggregation to be apoointed on closing of the Transaction will be appear in a consecutive account absolution and/or in Zecotek’s advice annular to be filed on SEDAR.
Pursuant to the letter acceding , BirdView agreed to access standstill, lock-up and abutment agreements in favor of the Transaction from BirdView shareholders captivation 90% of the outstanding shares of BirdView.
Upon achievement of the Transaction, Zecotek intends to change its name. Capacity of the name change will chase in a consecutive account release.
Pursuant to TSX-V policies, advocacy is appropriate for a about-face takeover transaction unless an absolution or abandonment is available. The Aggregation intends to administer for a abandonment from the advocacy requirement. There is no affirmation that a abandonment from the advocacy claim will be obtained.
In accordance with TSX-V policies, the accepted shares of Zecotek are currently apoplectic from trading and will abide so until assertive affidavit appropriate by the TSX-V for the Transaction can be provided to the TSX-V. The Aggregation has, however, requested that a trading arrest abide in abode until such time as the Aggregation completes the proposed Transaction.
Conditions to Closing the Transaction
Completion of the Transaction is accountable to a cardinal of conditions, including, but not bound to, achievement of the minimum financing, cancellation of TSX-V approval, satisfactory due activity by Zecotek, acquiescence with applicative balance laws, the cancellation of all requisite actor approvals, achievement of the Consolidation, the achievement of the Dispositions and acquiescence with MI 61-101 (as declared below). Added capacity apropos to the Transaction will be appear if a academic absolute acceding is accomplished or will contrarily be accessible in the advice annular able in affiliation with the Transaction.
Multilateral Instrument 61-101
Dr. Faouzi Zerrouk, President, CEO and a administrator of Zecotek owns about 25% of the outstanding shares of BirdView. Mr. Zerrouk additionally controls ZHS. As a aftereffect of his position as a administrator and administrator of Zecotek and his buying absorption in BirdView and ZHS, the Transaction and the Dispositions will both accumulated accompanying affair affairs pursuant to Multilateral Instrument 61-101 – Protection of Boyhood Security Holders in Appropriate Affairs (“MI-61-101”). The Transaction and the Dispositions will be absolved from the academic appraisal claim of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101, as no balance of the Aggregation are listed on a authentic bazaar for purposes of MI 61-101. The Transaction and the Dispositions will be accountable to the boyhood actor approval claim of MI 61-101.
In adjustment to accounts its operations awaiting achievement of the Transaction, Zecotek will undertake a arch costs on a non-brokered clandestine adjustment base of units of Zecotek at a amount of $0.375 per assemblage (the “Bridge Financing”) for absolute gain of up to $1,000,000. Anniversary assemblage will abide of one post-Consolidation accepted allotment of Zecotek and one allotment acquirement warrant. Anniversary accreditation will baptize the holder to acquirement one added post-Consolidation accepted allotment of Zecotek at a amount of $0.40 for a aeon of two (2) years from the closing of the Arch Financing. The Arch Costs is accountable to a minimum accumulated cable of $600,000. Achievement of the Arch Costs will action afterwards and be accountable to the achievement of the Consolidation.
Zecotek may pay finder’s fees on the Arch Costs in banknote and in finder’s warrants.
The shares and warrants issued in affiliation with the Arch Costs will be accountable to a four ages authority aeon from the date of the issuance. The Arch Costs is accountable to TSXV acceptance. It is advised that the best gain of $1,000,000 will be acclimated to pay for the costs associated with commutual the Transaction and the Dispositions, accepted and authoritative costs and for accepted alive capital.
About BirdView Insight
BirdView has developed and owns the accolade acceptable activity administration belvedere accepted as BVDash. The belvedere combines the best appearance of the arch activity administration and advice accoutrement into one belvedere and creates a multipurpose arrangement for users. BVDash users can alike workflow, account management, affection and accident management, advice administration and affidavit administration all in one platform. In the past, companies accept had to use several altered systems to accomplish these functions, which are now accessible in a one stop boutique solution.
BirdView was formed in 2017 and the aboriginal rollout of BVDash to the accessible was in August of this year. The rollout was accompanied by a baby antecedent announcement attack to acquaint the free, professional, business and action bales that are available. The BVDash business uses a cable based archetypal to accomplish revenues. The Founders of BVDash are Jose L (Leo) Silva, BirdView’s President and CEO, and Luis Izquierdo, Vice President. Mr. Silva, Mr. Izquierdo and ZHS are the authoritative shareholders of BirdView.
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Mr. Silva has over 25 years of acquaintance developing and implementing action activity administration systems. He formed as a Activity Director, Activity Controls Manager, Scheduling Manager and Activity Controls Specialist for top ENR (Engineering Account Record) firms and several Government Agencies including Aramco, AECOM, University of Washington, HNTB, Sound Transit, Utah Transit Authority, Arizona Department of Transportation, and Alcatel Canada.
Leo is a accountant Able Engineer in British Columbia and in the State of Washington, he has a Master’s amount in Activity Administration from University of Wisconsin, an Advanced Activity Administration affidavit from Stanford University, and a Affidavit in Activity Administration from University of California, Berkeley. He is a Activity Administration Able (PMP), Certified Cost Able (CCP) – AACE Int. and Certified Accident Administration Able (PMI-RMP).
Mr. Izquierdo has 20 years of acquaintance architecture high-quality IT articles and services. He is an administrator with all-encompassing acquaintance developing and ablution SaaS articles and services. He leads BVDash artefact UX design, arrangement design, and implementation. He formed in authoritative positions at AB Trav och Gallop, ICA, Pingdom, Mediavalet, and Sierra Systems.
Luis formed as a artefact buyer of an IT belvedere in Scandinavia with anniversary revenues over €1.3 billion. He led cross-functional teams of SaaS Web Achievement for added than 800,000 barter worldwide. He additionally led the development of a cloud-based Asset Administration Arrangement that accustomed Windows Azure ISV Partner of the Year Accolade from Microsoft.
Luis has outstanding consulting, leadership, activity design, chump success and business accord development abilities at the controlling and high administration akin with a bachelor’s amount in Software Engineering, Master’s amount in Computer Science from University of Victoria, Canada, Activity Administration Affidavit from UC Berkeley, Advanced Activity Administration Affidavit from Stanford University, and PMP accepting from PMI.
The Aggregation will accommodate added advice apropos the business of BirdView in its advice annular to be able in affiliation with the Transaction and filed on SEDAR.
On Behalf of the Lath of Zecotek Photonics Inc.Sergei TsakunovDirector
Neither the TSX Venture Barter nor its Regulation Casework Provider (as that appellation is authentic in behavior of the TSX Venture Exchange) accepts albatross for the capability or accurateness of this release.
Completion of the transaction is accountable to a cardinal of conditions, including but not bound to, TSX Venture Barter accepting and if applicable, aloof actor approval. Where applicable, the transaction cannot abutting until the appropriate actor approval is obtained. There can be no affirmation that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as appear in the administration advice annular or advice annular to be able in affiliation with the transaction, any advice appear or accustomed with account to the transaction may not be authentic or complete and should not be relied upon. Trading in the balance of Zecotek should be advised awful speculative. The TSX Venture Barter Inc. has in no way anesthetized aloft the claim of the proposed transaction and has neither accustomed nor banned the capacity of this account release.
This account absolution does not accumulated an action of balance for auction in the United States The balance referenced in this columnist absolution accept not and will not be registered beneath the U.S. Balance Act of 1933, and may not be offered or awash in the United States or to a U.S. Person unless so registered, or an absolution from allotment is relied upon.
This account absolution contains a cardinal of advanced attractive statements apropos the Transaction, the Disposition and the CVR’s. There is no agreement that the Transaction and/or the Dispositions will complete, that added technologies will be acquired by ZIS and ZDS afterward the Dispositions or that the CVR’s will be created or issued. The achievement of the Transaction, the Disposition, the accretion of added technology by ZIS and ZDS afterward the Dispositions and the conception and arising of the CVR’s is accountable to abundant accepted and alien risks and uncertainties including, due diligence, achievement of the Financing, entering into agreements with ZHS apropos the Dispositions and consecutive acquisitions of technology by ZIS and ZDS, achievement of the Arch Financing, TSX Venture Barter and actor approval. The Aggregation will accommodate updates on these advanced attractive statements as appropriate by applicative balance laws and the behavior of the TSX Venture Exchange.
Not for administration in the U.S. or to U.S. newswire services.
To appearance the antecedent adaptation of this columnist release, amuse appointment https://www.newsfilecorp.com/release/50961
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