Danacore Industries Inc. Files Filing Statement for Qualifying Transaction with Bay Talent Group Inc.
Vancouver, British Columbia–(Newsfile Corp. – December 2, 2019) – Danacore Industries Inc. (TSXV: DANA.P) (“Danacore” or the “Company“) is pleased to announce that it has filed its filing statement dated November 26, 2019 (the “Filing Statement“) in connection with its proposed business combination with Bay Talent Group Inc. (“Bay Talent Group” or “BTG“) which will result in a reverse take-over of Danacore by the shareholders of Bay Talent Group and which will constitute Danacore’s Qualifying Transaction, as defined under TSX Venture Exchange (“TSXV“) Policy 2.4 – Capital Pool Companies (the “Transaction“). The filing statement is available under the Company’s profile at www.sedar.com.
In connection with the Transaction, Danacore intends to consolidate its common shares on a 2:1 basis and Bay Talent Group intends to consolidate its common shares on a 1.3:1 basis. In due course, the parties to the Transaction will issue a further comprehensive press release announcing the closing of the Transaction and the date on which the common shares of the Company will resume trading.
Assuming all conditions for closing are satisfied, the Company and Bay Talent Group expect to close the Transaction on or about December 11, 2019.
About Bay Talent Group
Bay Talent Group’s strategy is to complete accretive acquisitions of staffing, information technology, and consulting firms that meet BTG’s valuation, expertise, geographic, and operational criteria. BTG proposes to create value by providing diversified vertical and cross-selling opportunities to target firms, realizing savings from consolidating operations and leveraging a centralized back-office structure. Bay Talent Group’s mission is to transform the staffing industry through building a network of companies, focusing on digital innovation, and providing unique profit-sharing partnership programs.
Bay Talent was formed under the laws of the Province of Ontario on June 2, 2017. BTG’s two wholly-owned operating subsidiaries, Provision IT Resources Ltd. (“Provision”) and PTC Accounting and Finance Inc. (“PTC”), are boutique consulting firms that offer a range of professional staffing services for accounting, finance, information technology, and human resources. Their client base includes large organizations in the financial, government, insurance, and pension fund sectors, as well as, small and medium sized businesses across a broad range of industries.
For further information, please refer to the Company’s press releases of June 20, 2019 and April 23, 2019.
For further information, please contact:
Danacore Industries Inc.
Mark Orsmond, CEO
Phone: (604) 377-0014
Bay Talent Group Inc.
Allan Hartley, CEO
Phone: (617) 513-1657
The information provided in this press release regarding Bay Talent Group has been provided to Danacore by Bay Talent Group and has not been independently verified by Danacore. In accordance with the policies of the TSXV, the Company’s shares are currently halted from trading and will remain so until such time as determined by the TSXV which, depending on the policies of the TSXV, may not occur until after the completion of the Transaction.
Completion of the Transaction is subject to a number of conditions including but not limited to TSXV final acceptance. 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 Filing Statement, 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.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the 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 press release.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
The information in this press release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements, including statements with respect to the completion of the Transaction, resumption of trading in the common shares of the Company and information related to the business plan of the Company upon completion of the Transaction.
Such statements and information reflect the current view of Danacore. Risks and uncertainties exist that may cause actual results to differ materially from those indicated or implied in the forward-looking statements and information. Such factors include, among others: the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction; the risk that the Transaction is not approved or completed on the terms set out in the definitive agreement; the limited business history of Bay Talent Group; reliance on key management; risks related to Bay Talent Group’s acquisition strategy, including that previous and future acquisitions do not meet expectations or potential acquisitions cannot be completed; dependence on and availability of third party financing; the business of BTG is subject to broader economic factors; disruptions or changes in the credit or security markets; financial results of Bay Talent Group’s operations; unanticipated costs and expenses; and general market and industry conditions.
The forward-looking statements, while considered reasonable by the Company, are inherently based upon assumptions that are subject to significant risks and uncertainties, including, but not limited to, assumptions that all conditions to the closing of the Transaction will be satisfied, the Transaction will be completed on the terms set forth in the definitive agreement and the Company will be able to carry out its business plan as contemplated. Although Danacore and Bay Talent Group believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct.
The forward-looking information contained in this press release represents the expectations of Danacore as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While Danacore may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.