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Deveron signs definitive deal for Eagle Scout
2016-02-23 10:42 ET - News Release
Mr. David MacMillan reports
DEVERON UPDATES CHANGE OF BUSINESS: PROVIDING DRONE TECHNOLOGY SOLUTIONS TO ENHANCE PROFITABILITY IN AGRICULTURE; ENTERS INTO SHARE EXCHANGE AGREEMENT
Further to its press release dated Nov. 13, 2015, Deveron Resources Ltd. has entered into a definitive arm's-length share exchange agreement dated Feb. 19, 2016, to acquire all of the issued and outstanding shares of 2487473 Ontario Inc. (operating as Eagle Scout Imaging), a private company existing under the laws of the Province of Ontario. Eagle Scout uses the most advanced unmanned aerial systems (UAS, UAV or, more commonly, drones) along with industry-leading hardware, camera, sensor and software technologies to collect crop data and provide solutions to farmers. Images can be used with existing farm GIS software for variable rate fertilizing, seeding, pesticide applications and other prescription management solutions to ultimately help farmers increase yields and reduce costs. With an initial focus on the seven million acres of prime agricultural land in Ontario, Eagle Scout is well positioned to capture the growth opportunities that exist in this new market. For more information on UAVs and agriculture, go to Deveron's website.
Norm Lamothe, original owner and developer of the UAS business Eagle Scout, is now head, UAS agriculture for 248. Under his guidance, the company will be expanding its service offerings in 2016. Mr. Lamothe has been one of the most active agricultural UAV imagery providers in the province. Eagle Scout has developed a full-service product that covers flight planning, data capture and analytics so that farmers can increase the return on their investment. Mr. Lamothe holds a special flight operating certificate with Transport Canada and is also a licensed fixed-wing pilot. "As an experienced pilot and farmer, UAVs and precision agriculture have offered me an opportunity to marry my two passions," commented Mr. Lamothe. "There are so many opportunities to apply technology to the 88 million acres of farmland in Canada, and our UAV service delivers data analytics and solutions while saving the farmer the additional burden of owning hardware, interpreting data, planning flights and dealing with the regulatory system."
248 currently has 1,700,001 common shares issued and outstanding with 850,000 common share purchase warrants and no options outstanding. The principal shareholders of 248 are William Linton, a resident of Toronto, Ont., Quinsam Capital Corp., a company incorporated pursuant to the laws of Canada, each holding approximately 29.4 per cent of the outstanding 248 shares, Roger Dent, a resident of Toronto, Ont., who holds approximately 17.7 per cent of the outstanding 248 shares and David Masotti, a resident of Toronto, Ont., who holds approximately 14.7 per cent of the outstanding 248 shares. Mr. Dent and Mr. Masotti are currently directors of 248 and will join the board of Deveron following completion of the transaction. Brief biographies of Mr. Dent and Mr. Masotti are as follows.
David Masotti
Mr. Masotti is a corporate director and business leader with general management experience in numerous industries including telecommunications, aerospace and venture capital. Mr. Masotti is the co-founder and a director of Defyrus Inc., a life sciences biodefence company. Previous positions include president and chief operating officer of Chemtrade Logistics Income Fund, a provider of industrial chemicals and services (from January, 2006, to October, 2007); president of Rogers Telecom Inc. (from March, 2005, to January, 2006); president and chief executive officer of DFM Consulting Inc. (from July, 2002, to March, 2005); president and chief executive officer of Skulogix Inc., a provider of on-line fulfilment and financial settlement services (from March, 1999, to July, 2002); president of Spar Space Systems, a manufacturer of space robotics and satellite components, and systems (from February, 1997, to February, 1999); and vice-president and general manager of Rogers WAVE (@HOME), a provider of high-speed Internet services (from 1994 to 1995). Mr. Masotti has an electrical engineering degree from Queen's University and an MBA from the Harvard Business School. Mr. Masotti is also a recipient of the Top 40 Under 40 business achievement award. Mr. Masotti is presently a member of the board of directors of Firan Technology Group, managing director of Tancho Innovation Capital and was a director of Com Dev International until recently, when the company was acquired by Honeywell. Mr. Masotti has served as a director of numerous other private and public companies, and also served as a member of the board of trustees at Queen's University, and is a volunteer business mentor for the Next 36 -- Canada's Entrepreneurial Leadership Initiative.
Roger Dent
Mr. Dent currently is CEO of Quinsam Capital and Quinsam Opportunities I. He is a director of AcuityAds, Omni-Lite, CalNano and Tinley Beverages. Previously Mr. Dent was portfolio manager at Matrix Asset Management Inc. (2003 to 2011) where he managed a small companies fund and strategic small cap fund. From 1996 to 2002, he was director of research and vice-chairman at Yorkton Securities. From 1987 to 1996 Mr. Dent worked at CIBC and was active in corporate finance, debt syndication and research and was ranked No. 1 small cap analyst in 1995. He graduated from Queen's University with a BComm in 1983 and an MBA from the Harvard Business School in 1987.
Proposed transaction
Pursuant to the SEA, Deveron will acquire all of the issued and outstanding common shares of 248 by the issuance to the shareholders of 248 of: (i) 1,700,001 common shares in the capital of Deveron at a deemed price of 20 cents per common share; and (ii) 850,000 common share purchase warrants at a deemed price of 0.1 cent per payment warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of 40 cents per warrant share at any time on or before 5 p.m. (Toronto time) on the date that is 24 months following the closing date of the transaction. As additional consideration, Deveron is required to issue one common share as fully paid and non-assessable, at a deemed price of 20 cents per common share, for each $1.00 of gross revenue earned during each of the four fiscal years ending after the closing date of the transaction, to a maximum of one million common shares in the aggregate. In due course, the company will issue press releases with further information.
Deveron was previously involved in the exploration and development of mineral exploration assets in Canada, and is in the process of terminating these activities. The transaction may constitute a change of business under the policies of the TSX Venture Exchange and is subject to exchange approval. The company plans to apply to delist its common shares from the TSX-V and apply for listing on the CSE. Delisting is subject to TSX-V approval and listing on the CSE is subject to CSE approval. The company is in the process of preparing to submit the requisite documents to the CSE. There is no assurance the CSE will provide conditional or final approval of the company's application to list its common shares on the CSE.
We seek Safe Harbor.
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