Margaux Red Capital Inc. Announces Qualifying Transaction
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec 24, 2013) -
Margaux Red Capital Inc. ("Margaux" or the
"Company")(TSX-VENTURE:MXC.P), a capital pool company pursuant to
Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), has entered
into a letter of intent dated December 17, 2013 (the "LOI") with
Upriver Aquaculture Inc. ("UPRIVER"), a private Texas company, to
acquire all of the issued and outstanding shares of Upriver (the
"Transaction"). The Transaction will constitute Margaux's
"Qualifying Transaction" under the applicable policies of the
TSX-V.
About the Transaction
Pursuant to the terms of the LOI, subject to execution of a
definitive acquisition agreement and receipt of applicable
regulatory and TSX-V approvals, Margaux will issue 12,000,000
common shares to acquire all of the issued and outstanding
securities of UPRIVER or complete some other form of acquisition
which has the same effect. There are currently 4,000,000 shares of
Margaux issued and outstanding, as well as a total of 550,000
options and warrants exercisable at $0.10. Prior to completion of
the Transaction, Margaux will proceed with a reverse split of its
shares on the basis of two (2) old shares for one (1) new share
resulting in an aggregate of 2,000,000 shares. Current holders of
Margaux shares will hold approximately 14.3% of the Margaux shares
and current holders of UPRIVER shares will hold approximately 85.7%
of Margaux shares issued and outstanding before giving effect to
the private placement described below.
For the following three years after the completion of the
Transaction, 1,750,000 bonus shares of Margaux may be issued per
year, for a total of up to 5,250,000 shares to UPRIVER if certain
sales objectives are met.
Margaux has also agreed, under the terms of the LOI, to advance
$15,000 to UPRIVER.
The Transaction is not a "non-arm's length transaction" as
defined by TSX-V policies. Upon completion of the proposed
transaction, Margaux will be listed on the TSX-V under the name
Upriver Aquaculture Inc. or such other name as is acceptable to the
board and the TSX-V.
Financing
Subject to completion of the Transaction, Margaux will be
raising a minimum of $875,000 by way of a non-brokered private
placement by the issuance of 3,500,000 units at a price of $0.25
per unit. Each unit will consist of one common share and one share
purchase warrant. Each warrant will entitle the holder to purchase
one common share at $0.40 per share at any time until the close of
business on the day which is 36 months from the date of the issue
of the warrant.
Finders' fees may be paid in connection with the non-brokered
private placement in accordance with TSX-V policies.
Significant Closing Conditions
Closing and final acceptance of the Transaction are subject to
the satisfaction of certain conditions, including the completion of
satisfactory due diligence, the execution of a definitive
amalgamation agreement, approval by the shareholders of Margaux and
UPRIVER if required, completion of the financing and approval by
the TSX-V and all other regulatory bodies. There can be no
assurance that the Qualifying Transaction will be completed as
proposed or at all.
Board of Directors and Insiders following completion of the
Transaction
Richard Gil Tubb, President and Chief Executive Officer,
Director
Mr. Tubb is a successful entrepreneur with over 40 years of
experience in sales, marketing, and management. He has started and
managed numerous private operating and investment companies. As CEO
of Upriver, he is responsible for the overall direction, management
and operation of the business.
Kevin Harrington, Director
Mr. Harrington has been in the Direct Response business for over
25 years and has long been acknowledged as the pioneer and
principal architect of the "infomercial" industry. Mr. Harrington
has launched over 500 products, resulting in $4 billion in sales
and 20 products that reached individual sales of over $100 million.
He was a member of the investor panel for the hit show "Shark Tank"
on ABC and is the author of "Act Now: How I Turn Ideas into
Million-Dollar Products." Mr. Harrington founded Quantum
International, Ltd. in the mid 1980s, which merged into National
Media Corporation in 1991. As President, National Media reached
$500 million in annual sales, distributing in over 100 countries
and 20 languages. Mr. Harrington was also CEO of several other
entrepreneurial companies including HSN Direct, a joint venture
with Home Shopping Network, and Reliant International Media. He is
also the founder of the Entrepreneur's Organization and the
Electronic Retailing Association.
Jean Jean Pelletier, Director
Jean-Jean Pelletier brings more than 20 years of experience in
all aspects of sales and marketing, public relations, corporate
finance including strategic advisory services for mergers &
acquisitions, private and public capital raising. Mr. Pelletier is
the founder and president of JJ's Capital LLC, an advisory firm for
small cap corporations which he launched in 2010. He is the
co-founder of WaterBank of America (USA) Inc., Global Water Asset,
a spring water company in Canada, Cangreengo Agriculture Corp., an
agriculture company in Canada and Latin America as well as Beyond
Gold Corp. Mr Pelletier holds a bachelor degree in political
science from the University of Montreal.
Robert P. Pelletier, Director
Robert Pelletier has been in the marketing and finance
industries for over 15 years. He is also a co-founder of WaterBank
of America (USA) Inc., North American Spring Water, Chase
Communication Network and Talent Corp. Mr. Pelletier is also the
president and co-founder of Tupella Aquaculture Group. Mr Pelletier
is the founder of www.RPP Blue.com Inc., a corporate image
consulting firm. He acted as marketing consultant for such
companies as Lise Watier Cosmetics Group, Talent Corporation, Ocean
Drive Magazine, Gianni Versace, Pennsylvania Ave and Tosca.
Steve Bajic, Director
Since 1996, Mr. Bajic has been the president of Hexagon Ventures
Inc., a company providing financial and business services
consulting to private and publicly listed companies. Mr. Bajic has
previously held numerous public company director and/or officers
positions and is currently a director, President and CEO of Patriot
Petroleum Corp., an oil and gas exploration and production company,
and a director of Providence Resources Corp. and Bethpage Capital
Corp., both of which are resource exploration companies. All of
these companies are listed on th TSX-Venture Exchange. He has been
in the finance industry for over 19 years and has helped raise
capital in various industries in all levels of company advancement.
Mr. Bajic holds a Financial Management Diploma from the British
Columbia Institute of Technology.
Michel Lebeuf Jr., Corporate Secretary
Mr. Lebeuf is partner in the law firm Briere & Lebeuf and
has developed a legal practice focused on securities, institutional
financing, corporate finance, as well as public and private mergers
ad acquisitions. He represents public corporations, securities
brokers, purchasers, sellers, bankers and financial advisors. He
provides strategic advice with respect to access to public capital
markets and securities matters, including structured products. He
acted as counsel to international dealers in several offerings in
the Eurobond International debt market. Mr. Lebeuf also represented
public and private corporations in various mergers and
acquisitions. He acts for issuers and underwriters in the context
of public offerings and private placements in Canada, Europe, South
America and North Africa. He regularly provides counsel to
financial institutions regarding security requirements and the
drafting of documents pertaining to enforcement proceedings. Mr.
Lebeuf holds a bachelor of law degree from the University of
Montreal.
Sponsorship
The Qualifying Transaction will be subject to the Exchange
Policy 2.2 on sponsorship and its requirements. Margaux has
retained Jones, Gable & Company Limited to act as sponsor for
the Transaction. An agreement to sponsor should not be construed as
any assurance with respect to the merits of the Qualifying
Transaction or the likelihood of completion.
Proposed Finder's fee
Upon closing of the Transaction, Margaux shall pay a finders'
fee of 160,000 shares and $40,000 to MediaPark AG.
About Upriver Aquaculture Inc.
Based in Miami, Florida, UPRIVER is a privately held corporation
incorporated under the laws of Texas and controlled by Richard Gil
Tubb and was founded in 2009. Its activities consist of the
production and sale of various seafood products but specializing in
traditionally smoked salmon. UPRIVER currently produces its own
line of gourmet products in addition to processing and private
labeling for several major brands. Upriver operations include full
production services: custom smoking, partitioning, vacuumed
packaging and repacking.
UPRIVER seeks to become a leader in the smoked salmon production
and distribution industry in the eastern United States and
Caribbean with expansion goals of market penetration in the rest of
the United States and Internationally. UPRIVER's intends to expand
the direct to consumer reach via various channels of distribution
on television, on-line, and in traditional retail stores with the
addition of key personnel having extensive experience in these
areas, an injection of investment capital, and more aggressive
marketing campaign.In addition, UPRIVER has developed privileged
relationships with celebrity chefs and spokespersons to represent
the brand.
The common shares of Margaux will remain halted until such time
as the TSX-V provides its permission to resume trading. Financial
information on Upriver will be provided in a subsequent news
release or disclosure document prior to a resumption of
trading.
Investors are cautioned that, except as disclosed in the
management information circular of filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accuratre or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX-V has in no way passed upon the merits of the proposed
transaction and has neither approved nor disappoved the contents of
this press release.
Neither the
TSX Venture Exchange nor its Regulation Services Provider (as that
term in defined in the policies of the TSX Venture Exchange)
accepts responsibility for the accuracy or adequacy of this
release.
Steve BajicPresident(604) 628-5614(604) 662-7950
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