VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 13, 2015) - Unique Resources Corp. (TSX VENTURE:UQ) (the "Corporation"), a company listed on the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into a binding letter of intent dated March 11, 2015 (the "LOI") with Bee Vectoring Technology Inc. ("BVT"), a private Ontario company, under which the Corporation has agreed to acquire all of the issued and outstanding securities of BVT in exchange for common shares of the Corporation.
The acquisition (the "Acquisition") will constitute a "Reverse Take-Over" of the Corporation as that term is defined in Policy 5.2 of the TSXV.
About BVT
BVT has developed and owns a unique and patent-pending bee vectoring technology (consisting of a proprietary tray dispenser containing a unique carrier agent) that is designed to utilize bees as natural delivery mechanisms for a variety of powdered mixtures comprised of organic compounds that inhibit or eliminate common crop diseases, while at the same time fertilizing the same crops without the use of water. The bees are dusted with the mixtures as they exit their hive en route to the fields containing the crops of interest. This proprietary process replaces traditional spraying of organic and chemical fertilizers and pesticides providing improved crop protection and yield, and reduced environmental impact, all at a reduced cost to growers.
The proposed environmental impact of conventional crop spraying is a global issue to growing and food yields due to the collapse of bee colonies by poisoning from certain pesticides, a phenomenon known as Colony Collapse Disorder. Bees touch over 70% of everything that we eat. The Colony Collapse Disorder pandemic poses a real and ongoing threat to the ecosystem and to our way of life. Governments globally are beginning to recognize the dire consequences of allowing the use of dangerous chemicals to proliferate as they not only compromise the supply of food and nutrition globally, but recent studies also show that their hormone disrupting effects are costing governments 100s of billions of dollars per year to treat new illnesses and irregularities (http://www.bbc.com/news/health-31754366). This, in turn, is resulting in limitation to grower's abilities to apply pesticides and fertilizers to their crops.
Mike Collinson, President and CEO of BVT states "After 20 years of research and 8 years of successful trials, we are extremely excited to commercialize a solution that goes a long way to eliminating this scourge, while also introducing efficiency, cost-savings and a reduction in water usage for the producer, and organic, longer-lasting perishables for the consumer. We are intent on preserving the sanctity of our ecosystem and the health of people, while building value for all relevant shareholders and stakeholders."
BVT System
The BVT system consists of dispenser tray that is incorporated into the lid of the commercial bumblebee hives. The dispenser is a removable tray that contains non-toxic organic or synthetic pesticides and fertilizers in powdered form, including BVT's proprietary organic inoculant fungi, BVT-CR7, within a unique compound known as "Vectorite" that allows the bumblebees to effectively pick up the product on their way out of the hive.
The trays are changed every 3 to 9 days in order to replenish the depleted inoculant, ensure the freshness of the inoculant fungi, prevent infections to the bumblebees that may result from bee waste, and avoid packing or clumping of the inoculum in the trays. No special skills or time are required to replace the trays.
BVT holds patents pending in 40 countries (including the United States and Canada) for the following technologies:
- Vectorite - an ingredient mix that enables bumble bees to effectively carry BVT-CR7 and other beneficial fungi or bacteria (or third party non-toxic pesticides and fertilizers, such as Beauveria or Bacillus) in their outbound flights to the crops;
- BVT-CR7 - a proprietary strain of naturally occurring fungus that is delivered to the crop plant controlling targeted crop diseases (eg. Sclerotinia in canola, sunflowers, blueberries and strawberries, among others) thereby increasing crop yield and quality;
- Integrated dispenser and removable and sealable tray system in which the Vectorite containing BVT-CR7 (and other non-toxic pesticides and fertilizers) is placed through which the bumblebees pass.
The BVT system has been successfully tested with commercial growers to effectively and organically control harmful diseases affecting important crops such as sunflowers, canola, strawberries, raspberries, pears, tomatoes, blueberries, almonds, peppers, eggplant, pumpkins, various melons, kiwi, apples and coffee, among others.
BVT is in late stage commercial trials of the BVT system with companies including but not limited to coffee growers, canola growers, and the 3 largest growers in the UK who supply all manner of fruits and vegetables to UK grocery chains.
Using proceeds from the Private Placement (as defined below), the Corporation will develop a production facility to produce the BVT-CR7 in Vectorite compound and the dispenser system along with a packaging plant. Additionally, approximately $800,000 of the proceeds will be used to fund EPA and PMRA labeling approvals to allow for commercial sales in the United States and Canada.
Terms of the Acquisition
Pursuant to the terms of the LOI, the Corporation has agreed to consolidate its issued common shares on a basis of two point four (2.4) pre-consolidated common shares for one post-consolidated common share prior to the closing of the Acquisition. Upon completion of the consolidation, the Corporation's 14,458,148 common shares that are currently issued and outstanding will be consolidated into 6,024,228 common shares.
Subject to satisfaction of the usual conditions precedent for transactions of this nature, including execution of a definitive agreement and receipt of TSXV approval, the Corporation has agreed to acquire all of the issued and outstanding securities of BVT by issuing 19,200,000 common shares of the Corporation, on a post-consolidation basis, to the shareholders of BVT, at a deemed issuance price of $0.25 per common share, in exchange for all of the issued and outstanding common shares of BVT.
In addition, all outstanding loans and convertible debentures of BVT will be converted into common shares of the Corporation, based on the same exchange ratio (subject to certain adjustments in accordance with the terms of such loans and convertible debentures), providing for an aggregate of $514,146 in principal amount of such debentures to be converted into 2,495,730 common shares of the Corporation. BVT does not have any outstanding options or warrants.
In conjunction with, and prior to the closing of the Acquisition, UQ intends to complete a brokered private placement offering (the "Private Placement") of Subscription Receipts for minimum gross proceeds of $3,100,000 at a price of $0.25 each, which will be convertible into the same number of common shares of the Corporation prior to the closing of the Acquisition following the completion of the consolidation and the satisfaction of all conditions precedent. The Private Placement will be led by Canaccord Genuity Corp. (the "Agent"). Pursuant to an engagement letter with the Agent, the Company has agreed to pay to the Agent a cash commission of 8% of the gross proceeds of the Private Placement and compensation options exercisable to acquire up to 8% of the number of common shares issued pursuant to the Private Placement at $0.25 per common share. Additionally, the Company will pay the Agent a corporate finance fee of $100,000 and issue the Agent $50,000 of Subscription Receipts (having the same terms as the Subscription Receipts being issued under the Private Placement).
Upon closing of the Acquisition, it is anticipates that the Corporation will have approximately 40,318,200 common shares, 3,700,300 common share purchase warrants and up to 4,000,000 incentive stock options issued and outstanding.
Upon completion of the Acquisition, the Corporation intends to change its name to "Bee Vectoring Technology Inc."
The Corporation has advanced to BVT a $25,000 refundable deposit as permitted under the policies of the TSXV.
Upon completion of the Acquisition, the Corporation expects to be listed on Tier 2 of TSXV as an "industrial or technology or life sciences issuer" under the policies of the TSXV.
Proposed Directors and Officers
It is currently anticipated that the board of directors and management of the Corporation will include the following individuals with additional individuals to be approved by the TSXV prior to completion of the Acquisition:
| Michael Collinson |
Chief Executive Officer, Chairman and Director |
| Jim Molyneux |
Secretary, Director |
| Kyle Appleby |
Interim Chief Financial Officer |
| Todd Mason |
VP (Research and Protocol) |
Mr. Collinson is the founder and Chief Executive Officer of BVT. Mr. Collinson has accumulated 35 years of experience in managing companies in Canada, USA, and Europe and has extensive experience in manufacturing processes, marketing, design, engineering and development. He has worked international sourcing programs with global companies and developed business in Europe, China and North America as both an owner and executive of companies.
Mr. Molyneux, a Chartered Accountant since 1983, is the Regional Managing Partner for GTA West of MNP LLP (Toronto), an accounting firm advising on mergers and acquisitions, corporate finance, taxation and related matters. Mr. Molyneux received an MBA degree from the University of Windsor in 1981.
Mr. Appleby, CPA, CA, serves as the Interim Chief Financial Officer of BVT. Mr. Appleby has over 15 years' experience in public accounting and has been providing part-time Chief Financial Officer and other financial accounting and compliance services to both public and private companies since 2007. Prior to 2007, Kyle worked for several public accounting firms in Canada. Mr. Appleby is a member in good standing of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of Ontario. Mr. Appleby obtained his Chartered Accountant designation in 2001.
Mr. Mason has worked for over 30 years in the agricultural industry with extensive experience in soil management practices and agronomy. He has international experience in Canada, U.S.A., Japan, Mexico, Ukraine, China, Thailand, Korea and England with expertise in crop enhancement and disease control.
The Corporation will also establish a board of scientific and business advisors that will include the following individuals:
John C. Sutton, Consultant (Botanical Issues). Mr. Sutton is a recognized worldwide expert in: epidemiology and management of diseases in crops; biological control of plant diseases; disease prediction; integrated crop protection; disease diagnosis; mycology. Dr. Sutton is the discoverer of the beneficial effects of the fungus Clonostachys rosea in protecting and enhancing productivity of crops.
Dr. Peter G. Kevan, Consultant (Bee Health Issues). Dr. Kevan (B.Sc. Honours Zoology, McGill University, 1965; Ph.D. Special Merit, University of Alberta, 1970; Fellow Royal Entomological Society, Fellow Institute of Biology, Fellow Royal Society of Canada) is an internationally renowned expert in bee biology and pollination biology. He is author of over 250 scientific papers and book chapters, and the holder of several patents. He is a pioneer in the research, development and innovation of the system and equipment for the deployment of biological control agents delivered by managed pollinators for the protection of crop plants from plant diseases and insect pests.
Sponsorship of the RTO is required by the TSXV unless an exemption from this requirement can be obtained. The Corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.
The Acquisition will be carried out by parties dealing at arm's length to one another. The Corporation's common shares are currently halted from trading, and are expected to remain halted pending completion of the Acquisition.
Completion of the Acquisition is subject to a number of conditions including, but not limited to, completion of the Acquisition including the name change, completion of the Private Placement, the satisfaction of the Corporation and BVT in respect of the due diligence investigations to be undertaken by each party, receipt of audited financial statements of BVT, the negotiation and execution of a definitive agreement in respect of the Acquisition, closing conditions customary to transactions of this nature, approvals of all regulatory bodies having jurisdiction in connection with the Acquisition, TSXV acceptance and, if required by the TSXV policies, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approvals are obtained and there can be no assurance that the Acquisition will be completed as proposed or at all.
The Corporation is working towards finalizing a definitive transaction agreement with respect to the Acquisition. If and when a definitive transaction agreement is executed, the Corporation will issue a subsequent press release in accordance with the policies of the TSXV containing the details of the definitive transaction agreement and additional terms of the Acquisition, including information relating to sponsorship, summary financial information in respect of BVT, and to the extent not contained in this press release, additional information with respect to the Private Placement.
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 a TSXV listed company should be considered highly speculative.
Cautionary Statements
This press release includes forward-looking statements regarding the Corporation, BVT, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the proposed transaction and the Private Placement, the terms on which the proposed transaction and Private Placement are intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the proposed transaction and the Private Placement, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the equity markets generally and risks associated with growth and competition. Although the Corporation and BVT have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Corporation and BVT undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.