Blue Vista Technologies Inc. (TSX VENTURE: BV.H) ("Blue Vista")
Blue Vista is pleased to announce that the Company has entered into
a Share Exchange Agreement (the "Agreement") with SKA International
Ltd. ("SKA"), dated February 3, 2010, whereby Blue Vista will,
subject to a number of conditions, acquire all of the issued and
outstanding securities of SKA (the "Proposed Transaction"). The
Agreement is the consummation of the Letter of Intent ("LOI")
between Blue Vista and SKA, dated October 27, 2009, as previously
announced in a press release dated November 5, 2009.
SKA International Ltd.
SKA is a privately held company with 13 shareholders, and is
incorporated under the Canada Business Corporations Act with its
head office in Toronto, Ontario. SKA has entered into a joint
venture agreement (the "JV Agreement") with China Shandong LuKe
Group Company ("Shandong LuKe"), a call-centre and value-added
services ("VAS") provider servicing the Chinese market based in
Jinan City, Shandong Province, PRC. SKA has a right, pursuant to
the JV Agreement, to earn a 49% interest in the joint venture (the
"JV"), as discussed further below.
Shandong LuKe is a profitable telecommunications service company
that has been in operation since 1992 and has approximately 3,000
employees. It operates incoming call and outgoing call call-centres
in the cities of Jinan and Tai'an, from where it provides services
to over 100 million customers. The company is a well established
and profitable call-centre and VAS provider to major telecom
companies in China, including China Mobile and China Telecom, the
largest telecom provider in the world. Shandong LuKe's business
relationship with China Telecom makes it a dominant player in its
industry.
The only asset of SKA is its interest in the JV Agreement, and
as a result it has not booked ay revenue and currently has no
relevant financial information. There is currently an audit of
Shandong LuKe underway. The call-centre business represents the
entirety of Shandong LuKe's business and assets.
Terms and Conditions of SKA's Interest in the JV Agreement
The joint venture company formed by SKA and Shandong LuKe is
Shandong Mei Long Sci-Tech Co. Ltd. ("SMLS"). By the terms of the
JV Agreement SKA is to provide financing for the new JV and
Shandong LuKe is to provide the revenue-generating assets, which
are the call-centers and call-centre service contracts with various
telecommunications companies such as China Telecom and China
Mobile. Shandong LuKe will also provide management for the China
based SMLS. SKA's initial financing requirement is for US$5 million
with an option to provide an additional US$15 million. Shandong
LuKe will similarly transfer a total of US$20 million of its
revenue-generating assets to SMLS. Upon providing the requisite
financing for the JV, SKA will hold a 49% interest in SMLS, with
Shandong LuKe Group holding the remaining 51%. These participating
interests will be subject to change based on the subsequent
contributions made by each of SKA and Shandong LuKe to the JV.
Concurrent Brokered Private Placement
Blue Vista and SKA have agreed that the closing of the Proposed
Transaction is conditional upon Blue Vista completing a private
placement for gross proceeds of at least $5 million and up to $25
million. An engagement letter is being negotiated with Dominick
& Dominick ("D&D") pursuant to which D&D will act as
lead agent in connection with the issuance of securities of Blue
Vista by way of a marketed private placement offering on a
best-efforts basis, to be closed concurrently with the Proposed
Transaction. Other terms and conditions of the offering, the
financing, and the compensation to be received by D&D have yet
to be finalized.
Proposed Management and Directors
Blue Vista's board of directors will be comprised of Mr. Dodge
Li - CEO/President, Mr. Alex Falconer - CFO/Secretary, Mr. Remo
Mancini - Vice President - Corporate Development, together with Dr.
Wayne Maddever Bartlett and Mr. Roopinder Mundi who shall serve as
independent directors.
Dodge Li
After graduated in Shandong University with a Masters Degree in
Physics, Mr. Li was a Teaching Associate in the Physics Department
of Shandong University before coming to Canada. From 1983 to 1989,
He was enrolled in the graduate study program and worked as a
Teaching and Researching Assistant in Physics Department of Ottawa
University and University of British Columbia.
Given his background experience and close relationship with
officials at the different levels of government in China, Mr. Li
worked closely with a number of Canadian public companies where he
was instrumental in negotiating and assisting the foreign partners
to successfully establish JVC with reputable Chinese companies. As
a result, he became an active board member of several Canadian
companies so that he could act as facilitator and mediator when
dealing with the Chinese counterparts. In addition, he has also
assisted Chinese companies to successfully obtain listing on the
Canadian stock exchange through the RTO process.
Alex Falconer, CA
Alex Falconer obtained his Bachelor of Commerce (Hons.) from
Laurentian University in 1982. After graduation, Mr. Falconer
worked in Toronto for Smith, Nixon & Co., Ernst & Young,
and Hyde Houghton and obtained his Chartered Accountant designation
in 1990, prior to starting his own business providing consulting
services for public and private corporations. Mr. Falconer is
President in Falconer & Associates Inc., a Canadian company
providing accounting and financial outsourcing services. Mr.
Falconer is Chairman of the Board of Directors and Chief Financial
Officer for Blue Vista Technologies Inc. an environmental
technology company trading on the NEX, under the symbol "BV.H",
since 1996. Mr. Falconer also acts as Chief Financial Officer to VG
Gold Corp., a junior Canadian exploration company which is listed
and trades on the TSE under the symbol "VG", Mustang Minerals
Corp., a junior Canadian exploration company which is listed and
trades on the TSX Venture under the symbol "MUM" and Mr. Falconer
also serves as a director of Seagreen Capital Corp., a junior
Canadian exploration company which is listed and trades on the TSX
Venture Exchange under the symbol "SGS", since November 30,
2004.
Remo Mancini
Mr. Mancini has more than 30 years experience at senior levels
of government and business. At 24, he became one of the youngest
members elected to the Ontario Provincial Parliament. Mr. Mancini
has had a long and distinguished political career serving 21 years
in elected office. Mr. Mancini's 18 years in the Ontario
Legislature included serving as: Chairperson of the Public Accounts
Committee, Official Opposition Party House Leader, Parliamentary
Secretary to the Premier Minister for Disabled Persons and Minister
of Revenue.
After leaving public service, Mr. Mancini joined the Canadian
Transit Company as Director of Corporate Affairs in January 1994,
and later Vice President, Corporate Affairs. In February 2002, Mr.
Mancini was named Executive Vice President for both the Canadian
Transit Company and the Detroit International Bridge Company, the
private companies that own, manage and operate the Ambassador
Bridge, the world's busiest commercial border crossing. In 2004 Mr.
Mancini founded Sandstone Strategies focusing on senior business
management, government relations and corporate governance. Mr.
Mancini has completed the Directors Education Program offered by
the Institute of Corporate Directors and the Rotman School of
Management, University of Toronto and has earned the
internationally recognized designation ICD.D. Mr. Mancini is a
member of the Board of Directors of Niocan Inc. based in Montreal
and currently developing a mining project in Oka, Quebec. Mr.
Mancini recently completed two years service as Chairman of the
Board of the Windsor Essex County Development Commission and one
year as acting CEO of the Commission. For more information go to
www.remomancini.com or www.sandstonestrategies.com
Dr. Wayne Maddever
Dr. Maddever holds B.A.Sc., M.A.Sc. and Ph.D degrees from the
Department of Materials Science Engineering at the University of
Toronto. His career has spanned many industries including
industrial gases, plastics, automotive, recycling, precision
machining and environmental in positions ranging from R&D,
product management, sales and executive management. He has
specialized in the management of developing companies with
particular emphasis on the commercialization of new technology. He
holds several patents and is the author of many papers as well as a
coauthor of a book on degradable plastics.
Roopinder Mundi
Mr. Mundi serves as Vice President, Business Development for
Kingsdale Shareholder Services Inc., Canada's leading shareholder
services firm. Prior to joining Kingsdale, Mr. Mundi was a
corporate finance lawyer at both Cassels Brock & Blackwell LLP
and Goodman and Carr LLP . Mr. Mundi's practice had an emphasis on
public and private offerings, mergers and acquisitions and
regulatory matters, primarily in the technology and mining sectors.
Mr. Mundi acted as counsel on behalf of both issuers and investment
dealers. Mr. Mundi holds a law degree from the University of
British Columbia, a Master's degree from the University of Toronto
and a Bachelor's degree from North Carolina State University. Mr.
Mundi is currently a director for The Cash Store Australia Holdings
Inc. (TSX-V: AUC). Mr. Mundi is also a member of the Canadian Bar
Association and Ontario Bar Association.
Proposed Blue Vista/SKA Transaction
Pursuant to the terms of the Agreement, subject to completion of
satisfactory due diligence and receipt of applicable regulatory and
shareholder approvals, if required, in order to acquire a 100%
interest in SKA, it is intended that Blue Vista will issue
20,000,000 Blue Vista Shares to the holders of the common shares of
SKA (the "SKA Shares"). It is intended that the Proposed
Transaction will be effected by way of a share exchange, with each
one issued and outstanding SKA Share being exchanged for one Blue
Vista Share.
It is anticipated that the Proposed Transaction will result in
Blue Vista's reactivation and graduation from the NEX to the TSX
Venture Exchange ("TSXV").
Sponsorship
Blue Vista will, if necessary, engage a sponsor in connection
with the Proposed Transaction. If an agreement to act as sponsor is
entered into it should not be construed as any assurance with
respect to the merits of the Proposed Transaction or the likelihood
of its completion.
Terms and Conditions of the Proposed Transaction
The Proposed Transaction is an arm's length transaction as the
directors and officers of Blue Vista have no ownership or other
interest in SKA. As part of the regulatory approval process, Blue
Vista anticipates submitting an information circular to the TSXV
for review. The Blue Vista Shares will remain halted until such
time as the required documentation has been submitted to the TSXV,
and permission to resume trading has been obtained from the
TSXV.
Completion of the Proposed Transaction is subject to a number of
conditions, including without limitation the completion by Blue
Vista of its due diligence with regard to SKA and the JV Agreement,
the completion of the private placement described above, approval
of the Proposed Transaction by the shareholders of Blue Vista, and
acceptance of the Proposed Transaction by the NEX and the TSXV.
Blue Vista will make a deposit of $50,000 to SKA, which will be
refunded to Blue Vista in the event that SKA terminates the
Proposed Transaction for any reason, or if Blue Vista terminates
the Proposed Transaction by reason of any of the conditions
precedent failing to occur.
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the Proposed Transaction, any information released or received with
respect to the Proposed Transaction may not be accurate or complete
and should not be relied upon.
All information contained in this news release with respect to
SKA was supplied by SKA for inclusion herein, and with respect to
such information, Blue Vista and its board of directors and
officers have relied upon SKA.
THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE
MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR
DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. THE TSX VENTURE
EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR
ADEQUACY OF THIS RELEASE.
Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. 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 to be prepared in connection with
the transaction, any information released or received with respect
to the proposed transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of Blue Vista
Technologies Inc. should be considered highly speculative.
This press release includes "forward looking statements", within
the meaning of applicable securities legislation, which are based
on the opinions and estimates of management and are subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward looking statements. Forward-looking
statements are often, but not always, identified by the use of
words such as "seek", "anticipate", "budget", "plan", "continue",
"estimate", "expect", "forecast", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe" and similar words suggesting future outcomes or
statements regarding an outlook. Assuming completion of the
Proposed Transaction, such risks and uncertainties include, but are
not limited to, risks associated with the telecommunications
industry (including operational risks in project development and
production; delays or changes in plans with respect to projects or
capital expenditures; the uncertainty of estimates and projections
in relation to costs and expenses; the uncertainty surrounding the
ability of SKA to obtain all permits, consents or authorizations
required for the operations and activities under the JV Agreement;
and health and safety and environmental risks), the risk of
commodity price and foreign exchange rate fluctuations, the ability
of Blue Vista to fund the capital and operating expenses necessary
to achieve the business objectives of Blue Vista, the uncertainty
associated with commercial negotiations and negotiating with
foreign governments and risks associated with international
business activities, as well as those risks described in public
disclosure documents filed by Blue Vista. Due to the risks,
uncertainties and assumptions inherent in forward-looking
statements, prospective investors in securities of Blue Vista
should not place undue reliance on these forward-looking
statements. Readers are cautioned that the foregoing lists of
risks, uncertainties and other factors are not exhaustive. The
forward-looking statements contained in this press release are made
as of the date hereof and Blue Vista undertakes no obligation to
update publicly or revise any forward-looking statements contained
in this press release or in any other documents filed with Canadian
securities regulatory authorities, whether as a result of new
information, future events or otherwise, except in accordance with
applicable securities laws. The forward-looking statements
contained in this press release are expressly qualified by this
cautionary statement.
Shares Outstanding: 3,905,576
Contacts: Blue Vista Technologies Inc. Alex Falconer CFO
416-637-1063 falconer@revelstone.ca SKA International Ltd. David
Thomson President 416-821-8469 ldt2552@gmail.com
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