NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Java Capital Inc. (the "Company") (TSX VENTURE:JCI.P) is pleased to announce
that it has entered into an agreement in principle dated effective September 24,
2010 with Peak Positioning Corp. ("Peak"), pursuant to which the Company will
acquire (the "Acquisition") all of the issued and outstanding securities in the
capital of Peak (the "Peak Shares").
The Company is a "capital pool company" and intends for the Acquisition to
constitute its "Qualifying Transaction," as such term is defined in the policies
of the TSX Venture Exchange (the "TSXV"). The Acquisition is an arm's length
transaction. Upon completion of the Acquisition, it is expected that the Company
will be a Tier 2 Technology Issuer.
Peak is a private company with an office based in Montreal, Quebec. It was
incorporated under the Canada Business Corporations Act on May 3, 2004.
Further information concerning the Company can be found at SEDAR online at
www.sedar.com.
Peak Positioning Corp.
Peak is a Montreal-based IT security solution provider, and creator of the
"HomeWave" service. HomeWave is a patent-pending wireless based remote security,
forensic analysis and asset location service for reported missing notebooks,
netbooks and PDAs. The HomeWave service was developed to help businesses fight
the growing problems associated with the loss and theft of portable computers
and devices by providing a way to use wireless communications to remotely
disable lost or stolen portable computers and devices, as well as to remotely
determine what, if any, files were accessed on the missing systems while they
are still missing. HomeWave is the result of years of research and collaboration
between Peak and global leaders in the fields of hardware engineering, wireless
communications and location-based technologies.
The HomeWave service can wirelessly initiate communication with a missing
portable computer, rather than to wait for the computer to be connected to a
network or the Internet before it can be communicated with. The service is
provided on a SAAS (Software as a Service) model, for which clients pay a
monthly license subscription fee. HomeWave can be self-serviced and/or managed
from any corporate IT department, and is expected to be officially launched in
the North American market in early 2011.
Peak was incorporated under the Canada Business Corporations Act on May 3, 2004.
Peak's share capital consists of an unlimited number of class A common shares
(the "Common Shares"), and class B preferred shares, of which only 3,499,207
Common Shares are issued and outstanding. Peak's top three shareholders are
Prosys-Tech Corp. (TSX Venture: POZ) with 47.46% of the issued and outstanding
Common Shares, followed by Johnson Joseph with 14.83% of the issued and
outstanding Common Shares, and Varujan Tasci with 12.87% of the issued and
outstanding Common Shares.
As at June 30, 2010, Peak's unaudited second quarter financial statements showed
current assets of $224,873 and total assets of $255,068 against current
liabilities totalling $491,358. Peak had no long-term liabilities as at that
date, and a net loss of $85,600 for the six-month period as it prepares to
commercialize its HomeWave service.
The Acquisition
In consideration of the Peak Shares, the Company intends to issue an aggregate
total of 30,000,000 common shares to the shareholders of Peak, at a deemed price
of $0.12 per share, for an aggregate total consideration of $3,600,000. Upon
completion of the Acquisition, it is expected that the Company will be a Tier 2
Technology Issuer.
The names and jurisdiction of residence of each of the Peak shareholders are
listed below:
Prosys-Tech Corp. (Montreal, QC)
Johnson Joseph (Montreal, QC)
Varujan Tasci (Dollard-Des-Ormeaux, QC)
Leo Kohn (Montreal, QC)
Laval Bolduc (Longueuil, QC)
Scott Pritchard (Westmount, QC)
Joel Waxman (Cote-Saint-Luc, QC)
Daniel Lavoie (Laval, QC)
Khajag Satchlian (Laval, QC)
Kerrigan Turner (Westmount, QC)
Georges Hebert (Mont-Royal, QC)
Prosys-Tech Corp. is a publicly traded company trading on the TSX Venture
Exchange under the symbol "POZ". The sale by Prosys of its Peak Shares will be
subject to the approval of its board of directors, its shareholders and the
TSXV. Additional information on Prosys-Tech Corp. is available at www.sedar.com.
Each of the Peak shareholders act independently of each other and will not
constitute a voting block.
Directors and Officers
Upon completion of the Acquisition, it is anticipated that the current directors
of the Company will resign from their positions upon completion of the
Acquisition, and the board of directors will be comprised of at least six
directors. It is also anticipated that, following completion of the Acquisition,
Mr. Joseph, the current president and chief executive officer of Peak, will be
appointed as chief executive officer of the Company, that Mr. Bolduc, current
chief financial officer of Peak, will be appointed chief financial officer and
secretary/treasurer of the Company, and that Mr. Varujan Tasci, current chief
technology officer of Peak, will be appointed chief technology officer of the
Company. In addition to Mr. Joseph and Mr. Bolduc, Mr. Charles-Andre Tessier,
Mr. Jean-Paul Perusse, Mr. Kerrigan Turner, and Mr. Georges Hebert will also be
appointed as directors of the Company following the Acquisition.
The following provides is a brief summary of the backgrounds of each of the
expected directors and officers of the Company:
Mr. Johnson Joseph
Prior to co-founding Peak Positioning, Mr. Joseph was VP of Product Development
and Operations of a Montreal-based e-commerce portal. In this role, Mr. Joseph
was responsible for the day-to-day operations of the business and was a lead
negotiator for the company's partnership agreements, which included signed
agreements with the Toronto-Dominion Bank (VISA), the National Bank of Canada
(MasterCard), United Parcel Service Canada, Canada Post Corporation and Concord
EFS (a Memphis, TN based transaction processing and financial settlement bank).
Mr. Joseph was credited for designing a transaction reconciliation and financial
settlement system, certified by the TD Bank's VISA division that was
instrumental in allowing the company to become the first Canadian entity
authorized by Visa International to have the sales proceeds of multiple
retailers be deposited into a common bank account under the authority of a third
party. Mr. Joseph has over 10 years experience in the IT industry, paying
particular attention to how products and services are sold and distributed in
the industry. This experience has played an important role in allowing him to
create an innovative and incentive-laden reseller partner program, which helps
to provide Peak Positioning with a distinct competitive advantage in the remote
security space. Mr. Joseph holds an MBA from HEC-Montreal with a track in
Information Technology and a Bachelor's degree in Finance from Texas Tech
University.
Mr. Laval Bolduc
Mr. Bolduc brings over 30 years of experience in finance, project management,
management of information systems, contract negotiations and auditing to the
Peak Positioning management team. Throughout his professional career he has
provided clients around the world with business and financial expertise for
their large-scale projects in information technology and outsourcing. Mr. Bolduc
was formerly VP, Financial Planning at DMR Group Inc., a major information
management and technology consulting firm. Most recently he completed two major
projects 1) a long-term consulting mandate with Bombardier Transportation, where
he played a key role in negotiating two major European outsourcing contracts
worth a combined $950 million CAN per year; and 2) a long term consulting
mandate with Infrastructure Quebec (formerly Partenariats Public/Prive Quebec),
where he played a key role in project managing the provisioning process of a
research centre under a public-private partnership approach worth $500 million
CAN. He also previously held a group leader position for an international firm
of chartered accountants. Mr. Bolduc attended the University of Sherbrooke where
he graduated with a Bachelor degree in Accounting.
Mr. Varujan Tasci
Mr. Tasci spans over 35 years experience in computing and has held several
executive positions in the IT industry, including CTO and CEO. An accomplished
entrepreneur with a proven track record, Mr. Tasci has founded and operated
several successful IT companies, such as Montreal-based IT solution provider
CossN'Crew Corporation, in business for 20 years. Mr. Tasci has researched,
designed and been directly involved with the development of distinct
commercialized state-of-the-art systems and applications, including an
Internet-based Wireless Wide Area Network (WWAN) ordering system, and
Intelligent Virtual Guard (iVG), a leading-edge, analytic-based, proactive
Internet security video monitoring and management system. Mr. Tasci is
responsible for the concepts behind the technology at the core of Peak
Positioning's patent applications and is expected to continue to spearhead
Peak's research and development efforts to keep it at the forefront of the
remote security space. Mr. Tasci attended Concordia University where he
graduated with a Bachelors degree in Computer Science.
Mr. Charles-Andre Tessier
Mr. Tessier is currently the Executive Vice President, Corporate and Legal
Affairs of R3D Consulting Inc., a management and information technology
consulting group based in Montreal and with offices in Canada, the US and
Europe. From 2001 until 2009, Mr. Tessier was a senior partner at the business
law firm BCF LLP, where he represented and assisted his clients operating
primarily in the high-tech, life sciences and manufacturing sectors. Prior to
joining BCF, Mr. Tessier was a senior executive at two prestigious Quebec
companies, working for more than six years with BioChem Pharma Inc., a
successful biopharmaceutical company registered with TSX and listed on the
NASDAQ, and for eight years with DMR Group, also registered with the TSX, an
international information technology consulting services corporation. Mr.
Tessier draws on over 30 years of business experience and knowledge in assisting
entrepreneurial companies in improving performance and achieving their growth
objectives.
Mr. Tessier has also participated in and completed numerous complex commercial
and financial transactions in Canada, the United States, Europe, Asia and
Australia. He has a vast experience and numerous successes in the management and
realisation of large commercial projects in real estate, information technology
and life sciences as well as in realisation of large mandates relating to
financing, merger and acquisition, outsourcing, technology transfer and
intellectual property matters. As an officer at DMR, BioChem Pharma, BCF and now
R3D, he has supported and provided counselling to senior management as well as
played a significant role in the elaboration and implementation of these
companies' business and strategic plans. Mr. Tessier has served and continues to
be on the board of directors of a number of private and public companies and
non-profit organizations. Mr. Tessier is a former president of the Quebec
Association of Secretaries and General Counsels and has sat on the Executive
Committee of the Association of Canadian General Counsel.
Mr. Kerrigan Turner
Mr. Turner is currently the Chairman of the Board of Prosys Tech Corp., a
position he has held since 2003. Mr. Turner is also the CEO of Adatif
International Inc., a holding company having interests in various businesses
worldwide, which he founded back in 1981, and currently serves as Chairman of
the Board of Bouclair Inc, a well-known privately owned home decor and fabrics
specialty retailer with over 81 stores in Quebec and Ontario.
Mr. Georges Hebert
Mr. Hebert is currently the president and CEO of Prosys Tech Corp. and has
served in that capacity since 2003. Prior to joining Prosys, Mr. Hebert was the
CEO and majority shareholder of security company J.A. Provost Ltd up until 1998,
when he sold the company to Bell Canada. He is currently a Board member of
Vitran Corporation and was a Board member of the Laurentian Bank of Canada from
1990 to 2008. Mr. Hebert holds an MBA from Western University in Ontario.
Mr. Jean-Paul Perusse
Mr. Perusse is an accomplished entrepreneur with many years of experience having
successfully started, managed and financed several companies specializing in
software development and information processing services. Through Parmatec, a
company he founded, he became the first to provide a computer based solution to
financial institutions using ICR ("Intelligent Character Recognition") to
capture amounts on cheques and other payments items. The Parmatec solution was
sold and distributed to major accounts in the US and Canada via Banctec of
Dallas. Earlier in his professional career, he left a position with IBM to
partner with DMR Consulting and eventually started and operated APG, his own
consulting company. APG was sold five years later to CGI. Mr. Perusse has
represented Investissements Desjardins on several technology company boards. As
an investor in the business, he's had an opportunity to work closely with the
management of Above Security, a leading Quebec-based software security company.
He currently serves on the boards of Keops Technologies, a consulting company
providing MES solutions, and of Montreal-based IT modernization solution
provider, Speedware. Mr. Perusse has a master's degree in systems engineering
from Ecole Polytechnique of Montreal.
Concurrent Financing
The Acquisition will be subject to completion by the Company of a concurrent
brokered private placement (the "Concurrent Financing") in the amount of
$750,000 or any other higher amount required by the TSXV to meet its initial
listing requirements and be exempted from the sponsorship requirements, but not
exceeding $2,010,000. The Company has retained the services of Industrial
Alliance Securities Inc. ("IAS") to act as lead broker in conducting, on a
best-effort basis, the Concurrent Financing for gross proceeds of a minimum of
$750,000 (6,250,000 shares at a price of $0.12 per share) and a maximum of
$2,010,000 (16,750,000 shares at a price of $0.12 per share). The proceeds of
the Concurrent Financing will be used by the Company for working capital and the
commercialization of the HomeWave service.
Broker Compensation
For its role in the Concurrent Financing, IAS will receive a 10% cash commission
on all amounts raised (minimum of $75,000 and maximum of $201,000). IAS will
also receive 10% in share purchase warrants on all amounts raised for a minimum
of 625,000 warrants and a maximum of 1,675,000 warrants, each warrant allowing
the holder to subscribe to one common share of the Company at a price of $0.12
for a period of 24 months following the date of issuance of the warrant.
Finder's Fee
The Company will pay Ansacha Capital (the "Finder") an aggregate finder's fee of
$30,000 in cash, 500,000 shares of the Company, and 500,000 warrants, each
warrant allowing the holder to subscribe to one common share of the Company at a
price of $0.12 for a period of 24 months following the date of issuance of the
warrant. This finder's fee will be payable to the Finder at the closing of the
Qualifying Transaction, subject to TSXV approval.
Sponsorship
Sponsorship of a qualifying transaction is required by the TSXV unless exempt in
accordance with their policies. Pursuant to an agency agreement dated September
24, 2010, the Company has retained IAS to act as its sponsor with respect to the
Qualifying Transaction. As compensation for its sponsorship role, IAS will
receive $35,000 in cash and be issued 250,000 warrants, each warrant allowing
the holder to subscribe to one common share of the Company at a price of $0.12
for a period of 24 months following the date of issuance of the warrant.
Forward Looking Information
This press release contains forward-looking information. More particularly, this
press release contains statements concerning the prospective qualifying
transaction of the Company and Peak and its HomeWave service. The information
about Peak and its HomeWave service contained in the press release has not been
independently verified by the Company. Although the Company believes in light of
the experience of its officers and directors, current conditions and expected
future developments and other factors that have been considered appropriate that
the expectations reflected in this forward-looking information are reasonable,
undue reliance should not be placed on them because the Company can give no
assurance that they will prove to be correct. Forward-looking information
involves known and unknown risks, uncertainties, assumptions (including, but not
limited to, assumptions on the marketability of the HomeWave service) and other
factors that may cause actual results or events to differ materially from those
anticipated in such forward-looking information. The terms and conditions of the
prospective Qualifying Transaction may change based on the Company's due
diligence on Peak and its products and services (which is going to be limited as
the Company intends largely to rely on the due diligence of other parties of the
Acquisition and Concurrent Financing to contain its costs, among other things),
the success of the Concurrent Financing, regulatory and third party comments,
consents and approvals and the ability to meet the conditions of the Qualifying
Transaction in the required timeframes. The forward-looking statements contained
in this press release are made as of the date hereof and the Company undertakes
no obligations to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
Conditions of the Acquisition
Completion of the Acquisition is subject to a number of conditions, including
the parties completing their respective due diligence reviews, completion of the
Concurrent Financing, and TSXV acceptance, which may, among other things,
require disinterested shareholder approval and/or sponsorship. In such
situation, the Acquisition cannot close until the required shareholder approval
is obtained. There can be no assurance that the Acquisition will be completed as
proposed or at all.
IAS, subject to completion of satisfactory due diligence, has agreed to act as
sponsor in connection with the Acquisition. An agreement to sponsor should not
be construed as any assurance with respect to the merits of the Acquisition or
the likelihood of completion.
Pursuant to the policies of the TSXV, trading of the Company's shares will
remain halted until the requirements thereunder have been satisfied and the
Acquisition is completed.
Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Acquisition,
any information released or received with respect to the Acquisition may not be
accurate or complete and should not be relied upon. Trading in the securities of
the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Acquisition and
has neither approved nor disapproved the contents of this press release.
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