Remo Enters Into Letter of Intent to Acquire Identillect Technologies Inc.
17 März 2014 - 5:38PM
Marketwired
Remo Enters Into Letter of Intent to Acquire Identillect
Technologies Inc.
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 17, 2014) - Remo
Resources Inc. (the "Company" or "Remo") (TSX-VENTURE:RER)
announces that it has entered into a letter of intent dated March
14, 2014 for the Company to acquire all of the issued and
outstanding securities of Identillect Technologies Inc.
("Identillect"), an arm's length party, by way of a three-cornered
amalgamation or plan of arrangement (the "Acquisition").
Identillect is a privately held technology company, incorporated
under the laws of Nevada, with operations in Orange County,
California. Its controlling shareholder is its founder and Chief
Executive Officer, Todd Sexton.
Identillect has a proprietary email encryption delivery
technology targeted at organizations of all sizes, as well as
individuals. Messages are secured with the click of a button,
ensuring their safety while in transit. In addition, Identillect
empowers senders to maintain control of their messages by
restricting recipients' printing/forwarding/viewing privileges, as
well securing all replies from the recipients, without requiring
them to register.
Prior to the Acquisition, Remo will complete a 1.35:1
consolidation of its common shares. Pursuant to the Acquisition,
Remo will issue an aggregate of 20 million post-consolidation
common shares to the shareholders of Identillect in exchange for
all of the issued and outstanding shares of Identillect. Up to an
additional 5 million common shares of Remo will be issuable on the
achievement of certain agreed revenue milestones during each of the
two years following the closing, for a total of up to 10 million
shares. Convertible securities of both companies will also be
amended. Certain securities of the merged entities will also be
subject to pooling agreements on terms to be agreed by the
parties.
Concurrently with the proposed Acquisition, Remo intends to
complete a private placement financing for proceeds of not less
than $1,750,000 (the "Financing"), on terms to be agreed.
Following completion of the Acquisition, the Company's Board
will be reconstituted to include Todd Sexton, the current President
and CEO of Identillect; Jeff Durno, the current Chairman of
Identillect; Mike Iverson, a current director of Identillect; and
two other persons to be mutually agreed upon by the parties.
The Acquisition will constitute a Change of Business for the
Company under the policies of the TSX Venture Exchange (the
"Exchange"). The letter of intent does not obligate Remo to
complete the Acquisition and closing of the Acquisition remains
subject to a number of conditions, including the completion of
satisfactory due diligence, the entering into of definitive
agreements, the completion of the Financing, receipt of all
required shareholder, regulatory and third party consents,
including Exchange approval, and satisfaction of other customary
closing conditions. The Acquisition cannot close until the required
approvals are obtained. There can be no assurance that the
Acquisition will be completed as proposed or at all. If required
pursuant to Exchange Policy 2.2, the Company will retain a sponsor
in connection with the Acquisition.
Investors are cautioned that, except as disclosed in the
disclosure document 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 Remo should be considered
highly speculative. Trading in the common shares of Remo will
remain halted pending further filings with the Exchange.
Further details on the constitution of the new Board and
management and any additional information required pursuant to the
policies of the Exchange will be announced or disclosed in
additional disclosure documents once finalized.
On behalf of the Board of Directors
REMO RESOURCES INC.
/s/ Stephen Kenwood
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This press release includes statements that constitute
"forward-looking information". Such statements are subject to a
number of assumptions, risks and uncertainties, many of which are
beyond the control of the Company. Statements regarding the
proposed consolidation, Acquisition and Financing, and the
resumption of trading of the Company's common shares on the TSXV
are subject to the conditions described in this news release and
all of the risks and uncertainties normally incident to such
transactions and events. Investors are cautioned that any such
statements are not guarantees of future events and that actual
events or developments may differ materially from those projected
in the forward-looking information in this news release. Such
forward-looking information represents management's best judgment
based on information currently available. The Company does not
update forward-looking information, except as required by
applicable laws.
Remo Resources Inc.Stephen KenwoodPresident, Chief Executive
Officer, Corporate Secretary andDirector604-638-8063
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