Toronto, Ontario--(Newsfile Corp. - September 28, 2017) - Augusta Industries Inc. (TSXV: AAO) (the "Corporation"
is pleased to announce that it has entered into an amalgamation agreement dated September 27, 2017 (the "Agreement" with Sensor Technologies Inc. ("Sensor", Pursuant to the Agreement, Sensor has agreed to purchase all of the issued and outstanding securities (the "Spin-Out Transaction" in the capital of Fox-Tek Canada Inc. ("Fox-Tek" for an aggregate purchase price of $25 million (the "Purchase Price". The Purchase Price will be satisfied through the issuance of an aggregate 50 million common shares (the "Sensor Shares" to the Corporation. It is the intention of the Corporation to distribute the Sensor Shares, on a pro rata basis, to its shareholders.
The Corporation would also like to announce that Sensor will undertake a private placement of subscription receipts at a price of $0.50 for aggregate gross proceeds of $3,500,000. If the sale of Fox-Tek is completed, the aggregate gross proceeds of the subscription receipt private placement will be used as working capital for Sensor.
Sensor is a private Ontario company which was incorporated solely to complete the proposed transaction and as such does not have any financial statements. Sensor is a non-arm's length party as the sole director, officer and shareholder of Sensor is Jay Vieira, a director of the Corporation. Pursuant to applicable securities law the Spin-Out Transaction will be subject to the approval of disinterested shareholders of the Corporation. Mr. Vieira does not own any common shares in the capital of the Corporation and as such will not be receiving any benefit from the Spin-Out Transaction. The current issued and outstanding shares of Sensor is 100 common share, which will be cancelled on the completion of the Spin-Out Transaction. Upon completion of the Spin-Out Transaction, the Sensor Shares will represent all of the issued and outstanding securities of Sensor.
"I am very pleased to announce this Spin-Out Transaction," said Allen Lone, Chief Executive Officer of the Corporation. "Through the sale of Fox-Tek to Sensor, the Corporation is creating a stand-alone public company which has proven technology and approximately $3,500,000 in working capital provided that Sensor completes its proposed private placement. This will give the Corporation's shareholders an interest in two separate standalone companies while allowing the Corporation to focus on its core business of industrial contracting services to various United States government entities and the oil and gas market."
The Spin-Out Transaction
Shareholders of the Corporation will be asked to vote on the plan of arrangement pertaining to the Spin-Out Transaction at a special meeting of shareholders to be called by the Corporation at a date to be determined by the directors of the Corporation. The proposal to be presented to shareholders would result in the sale of Fox-Tek to Sensor and the distribution of all or a large portion of the Sensor Shares to the Corporation's shareholders on a pro-rata basis. The Corporation will establish a record date (the "Share Distribution Record Date" which will establish the Corporation's shareholders who will be entitled to receive the Sensor Shares pursuant to the plan of arrangement. Adequate advance notice of the effective date of the transaction and the Share Distribution Record Date will be provided in due course.
It is anticipated that Sensor will file an application with the TSX Venture Exchange to list its common shares through the facilities of the TSX Venture Exchange.
is pleased to announce that it has entered into an amalgamation agreement dated September 27, 2017 (the "Agreement" with Sensor Technologies Inc. ("Sensor", Pursuant to the Agreement, Sensor has agreed to purchase all of the issued and outstanding securities (the "Spin-Out Transaction" in the capital of Fox-Tek Canada Inc. ("Fox-Tek" for an aggregate purchase price of $25 million (the "Purchase Price". The Purchase Price will be satisfied through the issuance of an aggregate 50 million common shares (the "Sensor Shares" to the Corporation. It is the intention of the Corporation to distribute the Sensor Shares, on a pro rata basis, to its shareholders. The Corporation would also like to announce that Sensor will undertake a private placement of subscription receipts at a price of $0.50 for aggregate gross proceeds of $3,500,000. If the sale of Fox-Tek is completed, the aggregate gross proceeds of the subscription receipt private placement will be used as working capital for Sensor.
Sensor is a private Ontario company which was incorporated solely to complete the proposed transaction and as such does not have any financial statements. Sensor is a non-arm's length party as the sole director, officer and shareholder of Sensor is Jay Vieira, a director of the Corporation. Pursuant to applicable securities law the Spin-Out Transaction will be subject to the approval of disinterested shareholders of the Corporation. Mr. Vieira does not own any common shares in the capital of the Corporation and as such will not be receiving any benefit from the Spin-Out Transaction. The current issued and outstanding shares of Sensor is 100 common share, which will be cancelled on the completion of the Spin-Out Transaction. Upon completion of the Spin-Out Transaction, the Sensor Shares will represent all of the issued and outstanding securities of Sensor.
"I am very pleased to announce this Spin-Out Transaction," said Allen Lone, Chief Executive Officer of the Corporation. "Through the sale of Fox-Tek to Sensor, the Corporation is creating a stand-alone public company which has proven technology and approximately $3,500,000 in working capital provided that Sensor completes its proposed private placement. This will give the Corporation's shareholders an interest in two separate standalone companies while allowing the Corporation to focus on its core business of industrial contracting services to various United States government entities and the oil and gas market."
The Spin-Out Transaction
Shareholders of the Corporation will be asked to vote on the plan of arrangement pertaining to the Spin-Out Transaction at a special meeting of shareholders to be called by the Corporation at a date to be determined by the directors of the Corporation. The proposal to be presented to shareholders would result in the sale of Fox-Tek to Sensor and the distribution of all or a large portion of the Sensor Shares to the Corporation's shareholders on a pro-rata basis. The Corporation will establish a record date (the "Share Distribution Record Date"
which will establish the Corporation's shareholders who will be entitled to receive the Sensor Shares pursuant to the plan of arrangement. Adequate advance notice of the effective date of the transaction and the Share Distribution Record Date will be provided in due course. It is anticipated that Sensor will file an application with the TSX Venture Exchange to list its common shares through the facilities of the TSX Venture Exchange.
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