Veteran Capital Corp V.VCC.P

Qualifying Transaction For Vendome Capital..

[sueron]

Toronto, Ontario CANADA, Feb 12, 2007 (M2 PRESSWIRE via COMTEX News Network) -- Vendome Capital Corp. (VCC.P - TSX Venture), ("Vendome" or the "Corporation"), a capital pool company, announced that it has entered in to a Definitive Agreement on December 19, 2006 with North Coast Energy Resources, Inc. ("NCAT") and NCAT's shareholders. The Corporation will be issuing 12 million units ("NCAT Units") to NCAT's shareholders in exchange for (i) 100% of the issued and outstanding securities of NCAT and (ii) an assignment to the Corporation of all of NCAT's liabilities to the NCAT shareholders, which currently totals approximately US$750,000. Each NCAT Unit is comprised of one common share of the Corporation and one share purchase warrant. The holder of each share purchase warrant will be able to purchase an additional common share of the Corporation for a period of two years from the date the warrant has been released from escrow at an exercise price of $0.11. Using the Black Scholes Option Pricing model this values the transaction at $1,632,853 assuming the following assumptions are used: (i) volatility of 35%, (ii) 2 year exercise period, (iii) risk free rate of return of 5% and (iv) an expected life of two years equal to the life of the warrant. Therefore the deemed value per NCAT Unit is $0.136. The above mentioned transaction shall serve as the Corporation's Qualifying Transaction, as defined in the TSX Venture Exchange Policy 2.4. Upon completion of the Qualifying Transaction, the Corporation will change its name to ODMIS Corporation subject to shareholders' approval at the Corporation's up coming Annual and Special Shareholder's Meeting. ODMIS refers to On DeMand Information Systems. NCAT is incorporated in the state of Florida with its registered office in Pensacola, Florida. NCAT has offices in Florida, California and Minnesota and its fiscal year end is May 31. The following are selected un-audited financial information: -***- November 30, 2006 Six Month Six Month Fiscal 2006 Fiscal 2007 Fiscal 2006 Revenues $50,569 55,250 29,569 NNet Incom (362,853) (241,593) (158,873) Total Assets 2,083 63,259 105 Liabilities 364,593 640,124 158,714 Shareholders' Equity (362,501) (576,865) (158,609) -****- NCAT's innovative Progressive Semantic Platform enables new intelligent applications that can overlay on existing legacy enterprise systems to address contemporary business issues and opportunities. NCAT's pioneering development approach is matched by an innovative revenue model. NCAT's revenue model positions it as a long term partner in customer success; success that is achieved through cost savings and new revenue opportunities empowered by NCAT's applications. Our initial engagements have provided intellectual property components that strengthen NCAT's four major assets: Common Object Model, Data Repository, Enabling Technology, and Semantic Methodology. Our intellectual property assets provide the foundation for holistic semantic application development and implementation that provides complete business solutions. This capability to go beyond simply providing tools - to provide and partner in real business solutions is a capability and value that is unique in the market. The merger with Vendome will support aggressive expansion of our sales and marketing efforts and in particular co-marketing with systems integrators and information systems drivers in target market Fortune 2000 corporations. Currently, NCAT has started meeting clients' needs within the healthcare and power generating industry. NCAT's management believes that both these areas have the significant potential for deploying unique products using NCAT's semantic technology solution. NCAT has significant IP assets already developed and / or in active development in these markets as well as strong end user interest to quickly deploy its technology as a critical part of reengineering the client's business processes. Basic semantic technology which includes areas such as WEB 2.0 applications, Data mining and what is generically known as business intelligence is already in use by many corporations. It is a US$2 billion dollars a year industry and is anticipated to be a US$50 billion a year industry by 20101. The value in semantic technology lies in its capability to solve one of the information technology's most pressing problems. The problem is that between 35% and 65% of the $300 billion spent annually on systems integration in America is attributable to resolving semantic mismatches between systems2. This problem represents huge and immediate opportunities for those companies who have the ability to implement semantic technology-based solutions. The niche market that NCAT is focusing on is that of the health care industry and the small power peek generators. For further information, please visit www.odmis.com. NCAT is 70.4% owned and controlled by the following individuals: Mr. Robert L Anderson of California (27.37%), Mr. Frederick E. Matteson of California (19.95%), Walker Anderson of Florida (12.52%) and Mr. David Wesley of Minnesota (10.56%). The remaining ownership in NCAT belongs to Mr. Anthony LaMacchia of California (2.0%), Mr. Taylor Pohlman of California (4.4%), Dr. Jerry Siegel of New York (8.8%), Taipan Asian Pacific Corporation (5%) of Virginia which is controlled by Mr. Robert Bandfield, Mr. Don Tompkins of Wisconsin (4.4%), and Mr. James Turner (5%). While Mr. Turner is also a director of Vendome, this transaction is an arm's length transaction as per the policies of the TSX Venture Exchange. It is proposed that the board of directors of the resulting issuer will be comprised of 2 directors nominated by the Vendome, Mr. James Turner and Mr. Claude Ayache, and 3 directors nominated by NCAT, Mr. Fred Matteson, Mr. Taylor Pohlman and Mr. Don M. Tompkins, who will act as Chairman of the resulting issuer. It is proposed that the management of the resulting issuer shall be comprised of the following individuals: * Mr. Frederick E. Matteson: Chief Executive Officer * Mr. Robert L. Anderson: Chief Operating Officer * Mr. Claude Ayache: Chief Financial Officer * Mr. David Wesley: Vice President of Healthcare Solutions * Mr. Walker Anderson: Vice President of Process Plant Solutions The following is a brief bio on the proposed directors and officer of the resulting issuer. Mr. Don M. Tompkins, prior to his joining the ODMIS team, held senior executive positions in multiple technology and healthcare IT companies. These positions included directing all product requirements and systems development at LEXIS/NEXIS; serving as Senior Vice President for both advanced and current healthcare products with American Express; General Manager of the Network Computing Tools and Distributed Application Environments Strategic Business Units for Texas Instruments; serving as Executive Vice President and member of the Office of the President with First Consulting Group, Inc., where he led all technical consulting, the government unit, the life sciences organization and FCG Europe; and CEO and Vice Chairman of InfoHealth Management Corp. a hospital IT outsourcing company with clients throughout the United States and in Canada. Mr. Tompkins has been involved in improving healthcare for over twenty years, using Information Technology to increase access to care, improve quality of care and decrease cost of care. Mr. Frederick E. Matteson is a flexible, creative senior executive offering over 20 years of technical and business management experience. He was a key member of the management team that pioneered the transformation of Financial Services through the Internet. At Fireman's Fund Insurance as the CIO and Senior Vice President, he was a member of the Executive Management Team and responsible for IT with over a $200MM budget. He also served as Executive Sponsor for business reengineering - taking over $100MM out of operating costs in one year. While at Fireman's Fund, Mr. Matteson earned the distinction of CIO 100 which was awarded to him in 2005. Mr. Matteson was a very early adopter of using a business architecture approach and SOA to reengineer business processes. While EVP at Charles Schwab he managed the organization responsible for growing Schwab's technology infrastructure to support entry into web trading. In that position he was responsible for a staff of 1700 people and $450MM annual budget. He also led a 450 employee applications development group with $200MM budget. Mr. Matteson also has significant business operating experience, having managed Schwab division with $800 million in annual revenue. Mr. Matteson is a frequent contributor and speaker on transforming IT for competitive advantage. Initially, he will continue to devote approximately 50% of his time to the affairs of the Corporation and then he will be devoting 100% of this time to the affairs of the Corporation. Mr. Taylor Pohlman is a seasoned software industry professional with 25 years of channels-related management experience in building field organizations, delivering channel-ready product, merchandising, outsourcing and service and support delivery. He has developed innovative channel programs and on-line channel systems and led numerous cross-functional channel teams and forums. Mr. Pohlman has management experience (including significant P&L responsibility) at leading companies such as Hewlett-Packard, Apple Computer, Sybase, and Autodesk. He also has significant entrepreneurial experience as founder of three software companies. He is currently Senior Vice President of Worldwide Support for Autodesk. Mr. Pohlman is known throughout the industry for his quick grasp of technology, product and support issues, and his ability to apply those insights to solving channel worthiness and readiness issues for companies of all sizes. Mr. Robert Anderson is a senior healthcare IT executive and founder of NCAT. He is responsible for all operational and sales and marketing activities. He has developed business in the radiology benefits, practice management, healthcare CRM, and power generation areas. While at NCAT he has designed and implemented semantically-based plant maintenance scheduling systems, developed and enterprise system to integrate clinical trials workflow incorporating pharmaceutical, clinical investigators, and reading radiologists, and developed the system design for a clinical encounter system targeted at managing all clinical and administrative processes for healthcare provider offices. Prior to NCAT, Mr. Anderson's career included successful start-ups showcasing enterprise program management for the Apple Macintosh platform and developing the first enterprise semantic modeling platform in healthcare. He will devote all of his time to the affairs of the Corporation. Mr. David Wesley is a twenty year healthcare IT professional with concentrations in software development, semantic technologies, pharmaceutical systems, and program management. Mr. Wesley started his healthcare career at Andersen Consulting and through progressively greater responsibilities and strong performance; he was picked by Dean Medical Center to head their outcomes management start-up, Velocity Healthcare Informatics. There he developed the very first semantic applications in healthcare, ultimately marketing over $4M worth of them to Pfizer Health Solutions. He later extended his focus in outcomes management to long term engagements at Becton, Dickinson and Company, International Diabetes Center, and the Park Nicollet Medical Foundation. He will devote all of his time to the affairs of the Corporation. Mr. Walker Anderson is a twenty five year process plant professional with concentrations in construction, commissioning and start-ups, and operations and maintenance. His career has spanned work in many industries (domestically and abroad) including pulp and paper, chip manufacturing, traditional and alternative power generation (including solar, waste burning, and wood chip burning power generation facilities), and the Alyeska pipeline. During that timeframe he served as Vice President, Instrumentation, at Walker Engineering in Austin, TX and Director of Field Operations for Barlow Engineering in Fort Collins, CO. He currently manages all of NCAT's activities in the plant process sector. He will devote all of his time to the affairs of the Corporation. Mr. Claude Ayache will act as the Chief Financial Officer of the resulting issuer. He is a self-employed consultant and has been President of Exadyn Consultants div. of 1147694 Ontario Ltd., a private financial management consulting firm specializing in providing financial reporting support and capital market advisory services to public companies in addition to management and strategic advisory services, since 1999. Mr. Ayache has more than 20 years experience in various financial roles. More recently, Mr. Ayache has also been the Chief Financial Officer of Cathay Forest Products Corp. from September 2004 to April 2006 and is currently a director of the Corporation and the Chief Financial Officer. Mr. Ayache received a Bachelor of Commerce in Finance and International Business from Concordia University in 1984 and has been a member of the Society of Management Accountants since 1992. He will devote approximately 35-40% of his time to the affairs of the Corporation. Mr. James W.G. Turner will be a director of the Resulting Issuer. He is a self-employed consultant and entrepreneur with over 20 years of experience founding and growing technology and service companies. His track record includes founding three companies, including a public company, LMS Medical Systems Inc (TSXV: LMS) in 1993. Prior to the creation of LMS, Mr, Turner was a founding team member of Raymark Xpert Business Systems in 1987. In 2005, Mr. Turner became a founding executive team member of VideoPresence Inc., a private company that is bringing to market a video conferencing system. Mr. Turner has had a wide range of real world experience that includes leading software development teams, creating/designing and performing product requirements analysis, system requirements and supervising implementation and development for a wide range of products and running corporate operations for numerous companies. Mr. Turner is also a director of Right Stuff of Tahoe Inc., a private company, since 1998. Mr. Turner obtained a Bachelor of Science from McGill University in 1987. He will devote approximately 10-20% of his time to the affairs of the Corporation. The Qualifying Transactions is subject to a number of approvals and conditions, which include the following:* Satisfactory completion of the due diligence of Vendome by NCAT; * Satisfactory completion of the due diligence of NCAT by Vendome; * The Corporation's Shareholder approval and regulatory approval. There is no concurrent financing currently anticipated within the Definitive Agreement. Pursuant to the TSX Venture Exchange Policy 2.4, the Corporation may advance $25,000 to NCAT towards the completion of its audited financial statements, business plan and other documents required for the completion of the Qualifying Transaction. Leede Financial Markers Inc. (the "Sponsor"), subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Qualifying Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. Under the sponsorship agreement ("Sponsorship Agreement"), the Sponsor shall receive a fee of $20,000 and 50,000 share purchase warrant on a post transaction basis at a deemed exercise price of $0.11, for a period of 18 months from the date the Exchange bulletin announcing the completion of the Qualifying Transaction. Upon the close of the Qualifying Transaction, the capital structure of the Corporation is anticipated to be as follows: -***- Holders Common Shares Basic% FD% Shareholders of Vendome 11,994,500 50.0 31.36 Shareholders of NCAT 12,000,000 50.0 31.38 ---------- ---- ----- Sub-Total 23,994,500 100.0 62.74 Options 1,199,450 -.- 3.14 Warrants - Broker IPO 999,450 -.- 2.61 Warrants - Sponsor QT 50,000 -.- 0.13 Warrants - QT 12,000,000 -.- 31.38 ---------- --- ----- Total 38,193,400 100.0 100.00 ========== ===== ====== -****- Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or filing statement to be prepared in connection with the transaction, 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 TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this release. For more information, please contact: Claude Ayache, CFO Vendome Capital Corp. T: [phone] M: [phone] E: [e-mail] Fred Matteson, CEO North Coast Energy Resources Inc. T: [phone] F: [phone] E: [e-mail] VENDOME CAPITAL CORP. 5650 Yonge Street, Suite 1500 Toronto, Ontario M2M 4G3 T: (416) 667 - 0909 [e-mail] Source: Vendome Capital Corp. (TSX-V: VCC.P) M2 Communications Ltd disclaims all liability for information provided within M2 PressWIRE. 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