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.
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