Trading Symbol: TSX-V: NBL.P
/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF
AMERICA/
TORONTO, Oct. 31, 2016 /CNW/ - NOBELIUM TECH CORP.
("Nobelium" or the "Company"), a capital pool company, is pleased to announce that it has entered into a letter of intent dated
October 31, 2016 (the "Letter of Intent") to purchase all of the issued and outstanding shares of
VIZIYA Corporation ("VIZIYA") (the "Transaction").
Nobelium is a Capital Pool Company ("CPC") and intends the Transaction to constitute its Qualifying Transaction under the
policies of the TSX Venture Exchange (the "Exchange"). The Transaction is not a non-arm's length transaction.
The Transaction
Nobelium will purchase all of the outstanding shares of VIZIYA for a purchase price of $21,110,000
USD plus contingent consideration of up to $12,890,000 USD that are subject to certain
earn-out provisions. Pursuant to the Letter of Intent, Nobelium will pay the purchase price on closing by way of $20,400,000 USD cash and issue common shares of Nobelium representing $710,000
USD. The earn-out is structured by way of an interest bearing vendor take back note of $6,500,000 USD and common shares of Nobelium in the amount of $6,390,000 USD at a
price per share of a concurrent brokered equity financing to be completed as part of the Transaction.
Headquartered in Hamilton, Ontario, with offices in Brussels,
Brisbane, Perth, Atlanta,
Cape Town, Qatar, and Dubai,
VIZIYA is the industry leader providing bolt-on software products to enhance ERP-based asset maintenance systems. VIZIYA's
proprietary WorkAlign™ Product Suite delivers seamless integration into existing ERP systems. With over 55,000 users at 850 sites
across 6 continents, the world's best companies use VIZIYA products to help them better maintain their assets.
"VIZIYA's product expertise coupled with its experienced management team will enable us to continue to be a profitable growth
engine" says John Vujicic, Chief Executive Officer, VIZIYA. "We are genuinely excited to join
Nobelium and begin the next chapter in our journey of providing our customers with best-in-class Software solutions."
"We are proud to have VIZIYA be our first platform acquisition" stated John Varghese, Chairman
and CEO of Nobelium. "I look forward to working with John Vujicic as he joins the Nobelium
board as part of this transaction" continued Varghese.
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange policies
or waived by the Exchange. The Transaction may require sponsorship and Nobelium plans to provide a news release update should a
sponsor be retained. Nobelium's shares have been halted from trading as a result of the announcement of the Transaction. Nobelium
expects that trading in its common shares will remain halted pending closing of the Qualifying Transaction. The common shares of
Nobelium may trade sooner, only upon Exchange approval and the filing of required materials with the Exchange as contemplated by
Exchange policy.
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, 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 CPC should be considered highly speculative.
Financing and Debt
Nobelium intends to raise up to $35,000,000 CDN in a brokered equity and debt financing. The
financing is expected to close contemporaneously with the close of the Qualifying Transaction.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the
contents of this press release.
A comprehensive press release will be issued by Nobelium when a definitive agreement is finalized.
Nobelium is a platform that will seek to own and acquire a growing collection of high quality profitable Software as a Service
businesses ("SaaS"), IT services and provisioning businesses and businesses with recurring revenue models solving specific
vertical/industry needs.
CAUTIONARY STATEMENT:
Neither the 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 press release.
Certain information in this press release may contain forward-looking statements. This information is based on current
expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ
materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the
forward-looking statements, or to update the reasons why actual results could differ fromthose reflected in the forward
looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks
and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at
www.sedar.com.
SOURCE Nobelium Tech Corp.