Vancouver, British Columbia–(Newsfile Corp. – April 25, 2019) – Danacore Industries Inc. (TSXV: DANA.P) (“Danacore” or the “Company“), a capital pool company, is pleased to announce that it has entered into a non-binding letter of intent dated April 22, 2019 (the “Letter of Intent“) with Bay Talent Group Inc. (“BTG“), which outlines the general terms and conditions of a proposed transaction that will result in Danacore acquiring all of the issued and outstanding shares of BTG, in exchange for shares of Danacore (the “Proposed Transaction”). If completed, the Proposed Transaction will constitute Danacore’s qualifying transaction for the purposes of Policy 2.4 of the TSX Venture Exchange (the “TSX-V“).
The specific terms of the Proposed Transaction and the Offering will be disclosed in a future comprehensive news release after execution of a definitive agreement in respect of the Proposed Transaction (the “Definitive Agreement“).
Danacore’s common shares are currently halted from trading, and trading such shares is expected to remain halted pending completion of the Proposed Transaction.
About the Proposed Transaction
It is currently anticipated that the Proposed Transaction will be completed by way of a three-cornered amalgamation whereby BTG will amalgamate with a newly-incorporated subsidiary of Danacore, following which the amalgamated entity will continue as a wholly-owned subsidiary of Danacore.
Upon completion of the Proposed Transaction, the name of Danacore will be changed to a name requested by BTG. The resulting entity (the “Resulting Issuer”) will carry on the business of BTG as currently constituted and planned. The Proposed Transaction does not constitute a Non-Arm’s Length Qualifying Transaction, for the purposes of the TSX-V.
In connection with the completion of the Proposed Transaction, it is anticipated that BTG will undertake a majority arm’s length subscription receipt financing, led or co-led by Gravitas Securities Inc., for aggregate gross proceeds of up to $5 million (the “Offering“) at a price and on terms to be mutually acceptable to the parties. The proceeds of the Offering will be held in escrow pending completion of the Proposed Transaction.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, the execution of the Definitive Agreement, regulatory approvals, closing of the Offering, the approvals of the shareholders of either or both Danacore and BTG of the Proposed Transaction (if necessary), filing of a sponsorship report (unless waived) and satisfaction of other closing conditions as are customary in transactions of this nature.
The Proposed Transaction cannot close until the required approvals are obtained, and the outstanding conditions are satisfied. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
BTG was formed under the laws of the Province of Ontario on June 2, 2017. BTG has two wholly-owned operating subsidiaries, Provision IT Resources Ltd. and PTC Accounting and Finance Inc., which are corporations existing under the laws of Ontario and Canada, respectively.
BTG operates boutique executive search, staffing, office administration and consulting firms in Southwestern Ontario that offer a range of professional staffing services for industries including Accounting, Finance, Information Technology, and Human Resources. In the last year, BTG clients have included companies in the financial, government, insurance, and pension fund industries, as well as, small and medium sized businesses across a broad range of industry sectors.
BTG’s strategy is to complete disciplined acquisitions of executive staffing and consulting firms that meet BTG’s acquisition valuation, geographic, strategic and operational standards. BTG proposes to create value by both providing diversified verticals and cross-selling opportunities to target staffing and recruiting companies, and realizing SG&A savings from consolidating back-end operations of portfolio companies.
The management of BTG, led by Allan Hartley, brings decades of experience in the staffing industry. Mr. Hartley, the proposed CEO of the Resulting Issuer, first began in the staffing industry in 1983 and, prior to joining BTG, was engaged in the formation and operations of public and private staffing companies in the United States.
“We are very excited about entering into this tremendous opportunity with Danacore. BTG is committed to identifying growth opportunities, and I look forward to applying my experience and passion for the staffing industry to drive the future success of our business,” said Allan Hartley, CEO, Bay Talent Group Inc.
Sponsorship of Qualifying Transaction
Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless waived in accordance with TSX-V polices. Danacore intends to apply for a waiver from the sponsorship requirements. There is no assurance that Danacore will ultimately obtain a waiver from sponsorship.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
For further information, please contact:
Phone: (604) 377-0014