BasicGov Announces Sale of Assets & Name Change
2010年9月30日 - 8:21AM
Marketwired
BasicGov Systems, Inc. (TSX VENTURE: BSG) ("BasicGov" or the
"Company") announces that, pursuant to the terms of a Business
Assets Purchase and Sale Agreement (the "Sale Agreement") dated
August 16, 2010 among the Company, 0887901 B.C. Ltd. ("Purchaser")
and Pender Growth Fund (VCC) Inc. ("Pender"), it has sold all of
its assets, other than cash, to the Purchaser for consideration of
approximately $900,000, subject to adjustments for changes in
specific working capital balances between July 1, 2010 and
September 29, 2010 (the "Closing Date"). The consideration paid
exceeds the value of the Company's BasicGov Software-as-a-Service
("SaaS") business estimated by a business valuator to be between
$810,000 and $850,000 as of July 15, 2010.
The consideration paid on the Closing Date for the Company's
SaaS business assets was a combination of $750,000 in cash and the
assumption of certain liabilities of the Company. The actual amount
of cash payable and the value of the assumed liabilities will be
calculated within 15 days of the Closing Date and adjustments will
be made for additional sales of subscriptions of the Company's
BasicGov service and increases or decreases in liabilities assumed
by the Purchaser between the date of the Sale Agreement and the
Closing Date. The adjustments to the amount paid in cash will such
that the Company will have $100,000 in working capital as of the
Closing Date but immediately after the share redemption and
repayment of advances under the loan facility described below. The
Company will use this working capital to fund its expenses as a
publicly listed shell company and to seek a new business that has
the potential to attract greater support from the public
market.
The completion of the Sale Transaction triggered redemption
rights under the Company's outstanding 250,000 Series 1 Preference
Shares that were held by Pender. As a result, such shares were
redeemed by the Company at the time of the Sale Transaction. The
Company also repaid all working capital loans made by Pender to the
Company. A portion of the cash proceeds of the Sale Transaction was
used to redeem the Preference Shares and repay the loans.
The Company's name was one of the assets acquired by the
Purchaser, therefore, effective at market opening on September 30,
2010, the name of the Company will have changed to "Pedro Resources
Ltd." and its stock symbol will be "PED".
At this time the Company is not completing a change of business,
as that term is used under policies of the TSX Venture Exchange,
and the Company has not yet identified a new business to be
acquired by the Company.
Forward-Looking Statements
This news release contains forward-looking statements. Actual
events or results may differ materially from those described in the
forward-looking statements due to a number of risks and
uncertainties, including the liabilities of the Company being
greater than expected and the risk that the Company is unable to
complete a transaction involving an acquisition of a new business
or assets and potential downturns in economic conditions generally.
Forward-looking statements are based upon management's estimates,
beliefs and opinions. The Company assumes no obligation to update
forward-looking statements, other than as required by applicable
law.
On behalf of the Board of Directors
BASICGOV SYSTEMS, INC.
David Roberts, Director
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 release.
Contacts: BasicGov Systems, Inc. Ian Power CFO +1 (604) 729-5142
info@basicgov.com www.basicgov.com
Basicgov Systems Inc. (TSXV:BSG)
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