O2 Capital Corp. of Calgary, AB (TSX VENTURE: OCA.P) ("O2" or the
"Corporation") is pleased to announce that it has entered into a
letter of intent dated November 20, 2009 (the "LOI") pursuant to
which it intends to acquire all of the issued and outstanding
shares of Xianburg Data Systems (Canada) Inc. ("XID"), a company
incorporated under the Canada Business Corporations Act, which has
entered into a series of agreements with Xianburg International
Data Co. Ltd. ("XID-China"), the result of which XID-China is
expected to be deemed a Variable Interest Entity under the
Accounting Guideline 15 "Consolidation of variable interest
entities." XID-China is a Xi'an, China based corporation that
provides proprietary data processing and storage technology to the
Chinese and international markets. O2 will acquire all issued and
outstanding shares of XID in exchange for the issuance of common
shares ("Common Shares") in the capital of the Corporation (the
"XID Acquisition"). It is expected that the XID Acquisition will
constitute a "Qualifying Transaction" for the Corporation as such
term is defined in the policies of the TSX Venture Exchange Inc.
(the "Exchange").
The principal shareholders of XID (and their approximate
percentage ownership) of the Resulting Issuer (based on completion
of the Concurrent Financing) are Jingping Dong of Xian, Peoples
Republic of China (16.0%), Yiping Zhu of Xian, Peoples Republic of
China (18.7%), and Yan Zhang of Peoples Republic of China
(14.7%).
It is intended that O2 will, in conjunction with the completion
of the XID Acquisition, complete a private placement of 3,333,333
common shares or units with gross proceeds of approximately
C$1,000,000, at a price of C$0.30 per share (the "Concurrent
Financing"). In addition, it is expected that the Corporation will
change its name to "Xianburg Data Systems Canada Corporation", or
such other name as acceptable to regulatory authorities, and
approved by the board of directors and O2's shareholders.
A special meeting of the shareholders of O2 (the "Meeting") will
be held to consider and approve certain aspects of the Qualifying
Transaction in accordance with the policies of the Exchange and the
Business Corporations Act (Alberta), including the appointment of
the new board of the Resulting Issuer (as defined in Exchange
Policy 2.4), and the change of name. Management of O2 will prepare
an information circular to be mailed to shareholders of O2 in
conjunction with its annual meeting.
All information contained in this news release with respect to
XID and XID-China was supplied by XID, and with respect to such
information, O2 and its board of directors and officers have relied
on XID.
Highlights of the Transaction
The Parties
The Corporation was incorporated on February 7, 2008, under the
provisions of the Business Corporations Act (Alberta), has a head
office located at 205 - 1075 Marine Drive, N. Vancouver, V7P 1S6
and its registered office at 3rd Floor, 14505 Bannister Road S.E.,
Calgary, Alberta, T2X 3J3.
O2 is a CPC, as defined in Exchange Policy 2.4 and is governed
by the policies of the Exchange. O2 common shares trade on the
Exchange under the symbol OCA.P. O2's only business is the
identification and evaluation of assets or businesses with a view
to completing a Qualifying Transaction, as defined in Exchange
Policy 2.4.
XID is a company incorporated under the Canada Business
Corporations Act, which has entered into a series of agreements
with XID-China, the result of which XID-China is expected to be
deemed a Variable Interest Entity under the Accounting Guideline 15
"Consolidation of variable interest entities."
XID-China is an IT products and services firm with offices in
Beijing and Xi'an, China, which is a Chinese leader in the mass
data processing and storage industry. XID-China serves the Chinese
and international markets with proprietary and protected technology
solutions for data processing and offline and near-line data
storage.
Through its proprietary technology, XID-China strives to provide
the most leading edge mass data processing and storage solutions
for the Chinese market, as well as the highest value offering for
international customers. XID-China's customer base includes
hundreds of companies and is growing rapidly. A recent strategic
partnership agreement with WISDATA Corporation, a leader in on line
data storage, enables XID-China with a full suite of data
processing and mass storage solutions as well as access to the over
1000+ customer list of WISDATA.
The following is a summary of XID-China's financial information
for the year end 2007 and 2008 and the six months of 2009. The 2007
and 2008 have been audited by XID's auditor, Lo Porter Hetu, of
Calgary, Alberta. The six months of 2009 were prepared by
management of XID.
----------------------------------------------------------------------------
In Canadian Dollars 6 months Ended Year End Year End
June 30, 2009 December 31, 2008 December 31, 2007
----------------------------------------------------------------------------
Revenues $1,037,919 $1,116,681 $972,450
----------------------------------------------------------------------------
EBITDA $351,009 $86,270 $355,192
----------------------------------------------------------------------------
The total assets and total liabilities of XID-China as at June
30, 2009 was $9,705,857 and $1,717,727, respectively.
Upon completion of the XID-Acquisition, XID will be wholly owned
by the Corporation, and XID-China is expected to be deemed a
Variable Interest Entity of the Corporation under the Accounting
Guideline 15 "Consolidation of variable interest entities." It is
anticipated that O2 will be a Tier 1 Industrial Issuer under the
polices of the Exchange.
The XID Acquisition
Subject to the completion of satisfactory due diligence, a
definitive share acquisition agreement and receipt of applicable
regulatory and shareholder approvals, the Corporation intends to
acquire all of the outstanding and issued common shares of XID such
that XID will be a wholly-owned subsidiary of O2.
The consideration to be paid by O2 deemed for all of XID's
common shares issued and outstanding at the time of closing shall
be satisfied by the issuance of 8,166,666 common shares, valued at
$0.30 per share, for a total deemed value of $2,450,000 CDN,
representing 74.25% of the issued and outstanding shares of O2
after the completion of the XID Acquisition, prior to the
Concurrent Financing. In addition, O2 will issue approximately
225,000 common shares, valued at $0.30 per share, to Canadian Regal
International Finance, a consultant of XID.
O2 also currently has 283,333 outstanding director and employee
share options at an exercise price of $0.15 and 150,000 outstanding
agent's warrants at an exercise price of $0.15.
Concurrent Financing
It is intended that O2 will, in conjunction with the completion
of the XID Acquisition, complete a private placement of common
shares or units with gross proceeds of approximately C$1,000,000,
at a price of C$0.30 per share.
Share Capital of the Corporation
The Corporation currently has 2,833,333 common shares issued and
outstanding. Assuming the Concurrent Financing involving the
issuance of 3,333,333 common shares or units at a price of $0.30 to
raise $1,000,000, the concurrent completion of the XID Acquisition
and the issuance of 225,000 common shares to Canadian Regal
International Finance Inc. as a consulting fee, the resulting
issuer will have approximately 14,558,332 common shares
outstanding, of which the former shareholders of XID will own
approximately 56.1%.
Conditions Precedent to Completion of the XID Acquisition
Completion of the XID Acquisition is subject to a number of
conditions, including but not limited to:
i. completion of due diligence review by each of O2 and XID;
ii. completion of the Concurrent Financing by O2;
iii. approval of all regulatory bodies having jurisdiction in
connection with the subject transactions including, but not limited
to, the Exchange;
iv. approval of the final terms and conditions of the XID
Acquisition by the board of directors of XID and the board of
directors of O2;
v. approval of the shareholders of XID for the XID
Acquisition;
vi. as required, the entering into of formal agreements
reflecting the proposed XID Acquisition, which are agreeable to all
parties; and
vii. the XID Acquisition being accepted by the Exchange as O2's
Qualifying Transaction with a Final Exchange Bulletin being
released by no later than March 31, 2010, or such other date the
parties may agree upon.
Arm's Length Transaction
Under the policies of the Exchange, the XID Acquisition was
negotiated as and is being completed as an arm's length
transaction.
Proposed Management
Upon completion of the XID Acquisition, it is anticipated that
O2's board of directors will change with the election of XID's
nominees.
The backgrounds of each of the proposed members of the board of
directors and senior management of the Resulting Issuer are as
follows:
Kabir Jivraj, B. Eng
Board Director - Calgary, AB
Kabir Jivraj, age 52, is a current member of the Board of
Directors for O2. He is the founding director of AgeCare
Investments Ltd., which provides long term care services to elderly
residents in Alberta and British Columbia. Dr. Jivraj was formerly
in the position of Senior Vice-President and Chief Medical Officer
with the Calgary Health Region from October 1999 to September 2002,
and served as the President of the Alberta Medical Association in
1996/97.
Mr. Jivraj was the control person for Platform Resources Inc., a
public company listed on the Exchange from April 2004 to February
2005. Mr. Jivraj has been a director of Northern Property REIT, a
public company listed on the TSX, since May 2006. In addition, he
is a board member for Elluminate Technologies, a private technology
company in Alberta.
Mr. Jivraj obtained his Bachelor of Medical and Surgery degree
from the London University, UK, in 1981, a Fellow of the Royal
College of Physicians of Canada from the Royal Course of Physicians
& Surgeons of Canada completed in 1985 and Institute of
Corporate Directors with the ICD.D Corporate Governance College
completed in 2006.
Omar Ladak, BASc, MScBA
Board Director - Vancouver, BC
Omar Ladak is currently the CEO and Board Member for O2. He is
founding partner and member of the Board of Directors of Noverra
Consulting & Capital Partners, a corporate finance advisory
firm focused on supporting private business owners to raise
financing, growth through acquisition, or sell their
businesses.
Mr. Ladak was a Senior Partner and Board Director of RPO
Management Consultants, a Canadian national strategy consulting
firm with offices in Vancouver and Toronto, which was acquired by
the Secor Group.
Mr. Ladak received his BASc in Mechanical Engineering, with a
minor in Commerce from the University of British Columbia in 1999,
a MScBA in Management Science, Sauder School of Business at the
University of British Columbia in 2001, a post graduate Diploma in
Operations Research from the Canadian Operations Research Society
in 2002, and received an Executive Diploma in corporate finance
from the INSEAD Business School in France in 2005.
Sheng Wang, MBA, CGA
Board Director - Vancouver, BC
Mr. Wang is a Certified General Accountant with extensive
financial management experiences with public companies listed on
Toronto Stock Exchange and TSX Venture Exchange. Mr. Wang is the
founder and chief executive officer of Canadian Regal International
Finance Inc., a company specialized in assisting private companies
in the public listing process. He is also currently the CEO and a
Director of Genius World Investments Limited (TSXV: GNW.P), which
has recently announced its acquisition of Nanjing Huade Storage
Equipment Manufacturing Co., Ltd as its Qualifying Transaction. Mr.
Wang is nominated to remain as a member of the Board of the
post-combined company.
Between December 2006 and September 2007, Mr. Wang was the
Senior Accounting Manager and Business Development Manager of
Hanwei Energy Services Corp., a company operating in China listed
on the Toronto Stock Exchange. Between January 2006 and December
2006, Mr. Wang was the Accounting Manager of Y&O Ventures Corp,
the predecessor of Hanwei Energy Services Corp.
Mr. Wang obtained a BA from Shenzhen University in China in 1992
and a MBA from York University, Ontario in 2000.
Ping Huang, B.Sc
Board Director - Beijing, China
Mr. Huang is currently Vice General Manager of Hong-Kong-based
Atoz Group and the General Manager of its System Integration
Division. He is responsible for the development of electronic
systems for aviation and shipbuilding projects within the division.
He is also responsible for development and implementation of
corporate strategy and the sales and marketing of the Group
company.
Prior to joining Atoz Group, he served as General Manager for
Beijing ATOZ System Integration Ltd. from September 2002 to
present, a Vice General Manager for Sino-Soft Group Ltd. from
August 2001 to September 2002, and Vice President for E-intech
Technology Co., Ltd. from April 2000 to July 2001.
Mr. Huang graduated from Northwest University in China with a
bachelor degree in 1982.
Jingping Dong, B.Sc
Chief Executive Officer, Board Director - Xi'an, China
Mr. Dong is the Chief Executive Officer and Chairman of the
Board for XID-China, which he established in 1994. XID-China has
been in the business of research and development, manufacturing and
sales of mass storage system for digitized information. Mr. Dong
has been the driving force behind the XID-China's technological
advances and growth of market share. Mr. Dong and XID-China hold
many patents and proprietary technology on data processing and
storage. Mr. Dong also established a joint venture with the
Information Engineering Research Center of Xi'an Jiaotong
University in 1990 and served as general manager of the joint
venture.
Mr. Dong currently serves as the only executive director from
outside Beijing of the China Database Expert Committee, an
executive director of China Information Indexing Technology
Committee and the vice principal of the 17th team of China National
Standard Strategic Research Institute.
Mr. Dong graduated from Northwest University in China with a
bachelor degree in computer science in 1982.
Sponsorship and Resumption of Trading
O2 is currently negotiating with Canaccord Financial Ltd.
("Canaccord") for Canaccord to act as agent for the Concurrent
Financing of up to C$1,000,000 and may seek a waiver from all of
part of the sponsorship requirements for the proposed Qualifying
Transaction in accordance with Exchange requirements. It is
expected that trading in the shares of O2 will remain halted until
further notice.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular 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.
Forward-Looking Statements
Certain statements contained in this news release constitute
forward looking statements. The use of any of the words
"anticipate", "continue", "estimate", "expect", "may", "will",
"project", "should", "believe", "subject to" and similar
expressions are intended to identify forward-looking statements.
These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements are based on reasonable assumption but no assurance can
be given that these expectations will prove to be correct and the
forward-looking statements included in this news release should not
be unduly relied upon.
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.
Contacts: O2 Capital Corp. Omar Ladak President and CEO (778)
997-1157
(TSXV:OCA.P)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
(TSXV:OCA.P)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024