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Triwood Capital Corp. Announces Financing and Letter of Intent for the Acquisition of Algae Biosciences Corp.

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CALGARY, ALBERTA--(Marketwire - Aug. 4, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Triwood Capital Corp. (the "Corporation") (TSX VENTURE:TRD) is pleased to announce that it has entered into a letter of intent dated July 22, 2010 (the "Letter of Intent") with Algae Biosciences Corp. ("ABC"), whereby the Corporation has agreed to acquire all of the issued and outstanding securities of ABC ("ABC Shares") via the issuance of common shares, or other securities convertible into common shares of the Corporation ("Triwood Shares"), such that ABC will become a wholly-owned subsidiary of the Corporation (the "Proposed Acquisition").

The Corporation is incorporated under the provisions of the Business Corporations Act (Alberta) with its registered office in Calgary, Alberta. It is a capital pool company and intends for the Proposed Acquisition to constitute the "Qualifying Transaction" of the Corporation as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Corporation is a "reporting issuer" within the meaning of the Securities Act (Alberta), Securities Act (British Columbia), Securities Act (Saskatchewan).

ABC is a private corporation incorporated under the laws of the State of Nevada with its head office in Clay Springs, Arizona. ABC is engaged in the growth and production of microalgae and macroalgae for the nutraceutical, pharmaceutical and biofuel markets. ABC is not a reporting issuer in any jurisdiction in Canada or the equivalent in the United States. Mr. Robert Thompson is a director of both the Corporation and ABC, and therefore the Qualifying Transaction will be considered to be a Non-Arm's Length Qualifying Transaction, as such term is defined under the policies of the Exchange, and the Qualifying Transaction will be subject to majority of the minority shareholder approval.

It is expected that upon completion of the Qualifying Transaction, the Corporation will be classified as a Tier 2 Life Sciences issuer under the policies of the Exchange.

The Proposed Acquisition

Pursuant to the terms of the Letter of Intent, it is intended that the Corporation will acquire ABC pursuant to a reverse take-over transaction which will be effected by way of an amalgamation, arrangement, share exchange or other similar form of transaction.

There are currently 26,818,819 ABC Shares issued and outstanding. ABC also intends to complete a private placement of ABC Shares for gross proceeds of $500,000 (the "Private Placement") prior to the closing of the Proposed Acquisition. The Corporation currently has 3,000,000 Triwood Shares issued and outstanding and has granted options to acquire up to an additional 450,000 Triwood Shares. As consideration for their securities, each ABC shareholder will receive Triwood Shares in exchange for the ABC Shares that they own. The deemed price of both the ABC Shares issued pursuant to the Private Placement and the Triwood Shares issued as consideration for the ABC Shares, have yet to be determined and will be announced in a subsequent news release. The Triwood Shares to be issued to certain principals of ABC in connection with the Proposed Acquisition may be subject to the escrow requirements of the Exchange, if applicable.

Upon completion of the Proposed Acquisition and assuming completion of the Brokered Financing (as defined below), the Corporation will continue to conduct the business of ABC as currently carried on.

Insiders and Board of Directors of the Resulting Issuer

In connection with the completion of the Proposed Acquisition, it is intended that Kevin Blanchette will resign as President and Chief Executive Officer of the Corporation. Upon the resignation of Mr. Blanchette, Andrew Ayers, currently Chief Executive Officer of ABC, will be appointed as Chief Executive Officer of the Corporation. The proposed Chief Financial Officer and Secretary of the Corporation have not yet been selected. Once selected, the proposed Chief Financial Officer and Secretary of the Corporation will be announced in a subsequent press release.

The following is a brief description of the background and experience of the proposed directors, officers and insiders of the Corporation upon completion of the Proposed Acquisition:

Andrew Ayers - Proposed Chief Executive Officer and Director

Mr. Ayers held management positions for 13 years within the Arizona Game & Fish Department. This included consulting for various government entities and private enterprises on algae-related projects. In addition, he has held the following positions: Researcher, Texas A&M University, Department of Entomology (2years); Researcher, Granada Biosciences, Inc. (Texas, Panama and Colombia (3years)); and Research Associate, Department of Veterinary Microbiology, Texas A&M University (1 year). Mr. Ayers earned a Master of Science in Zoology from the University of Hawaii at Manoa and a Bachelor of Science cum laude in Zoology from Arizona State University.

Kevin Blanchette - Proposed Director

Mr. Blanchette is currently a director of the Corporation. Mr. Blanchette worked as a senior manager with the Solicitor General and Justice Division of the Government of Alberta from 1995 to 2004. Mr. Blanchette has served as Director (2004-2006), Chief Operating Officer (2004-2005), and President and Chief Executive Officer (2005-2006) of International Health Partners Inc., a publicly traded dental and medical practice management company listed on the Exchange. Mr. Blanchette is currently the managing partner of Evolve Capital Group Inc., a private investment corporation.

Robert Thompson - Proposed Director

Mr. Thompson currently serves as Chairman of the Board of ABC and a director of the Corporation. Concurrently, he is Chairman of the Board of QuoteMedia, Inc., a publicly traded company, Managing Director of CanAm Capital Partners, LLC, a corporate finance advisory firm, and President of Corpus Investments Inc., a private holding company. Mr. Thompson was Chairman of the Board of CM Oliver Inc., a publicly traded (TSX) investment dealer/broker involved in investment banking activities throughout North America and in Europe. In 2001, C.M. Oliver was merged with Canaccord Capital Corporation. As an independent director, Mr. Thompson chaired the Audit and Compensation Committees of the board of directors. Mr. Thompson has served on a number of public and private company boards and is also a director of the Canada Arizona Business Council and a volunteer mentor to emerging companies under the Arizona State University Technopolis Program. Mr. Thompson has practised as a Chartered Accountant and Certified Management Consultant, and has been a Senior Partner of KPMG Consulting (formerly Peat Marwick Mitchell & Co.), Woods Gordon/Clarkson Gordon (Arthur Young & Co.) and Ernst & Whinney.

Jody Stachiw - Proposed Director

Mr. Stachiw is currently a director of the Corporation. Mr. Stachiw served as President, Chief Executive Officer and Director of a publicly traded energy services company for over 3 years. Mr. Stachiw holds a Bachelor of Engineering and Science from the University of Saskatchewan (1994).

Laurence Luke - Proposed Director

Mr. Luke is a practicing attorney and former partner of Dean & Fulkerson, PC. Mr. Luke left professional practice to become the Chief Executive Officer of a large private equity group focused on the automotive related industries. In that capacity he financed or acquired, operated and eventually divested several operating businesses primarily in the manufacturing sector and principally in the automotive supply chain. After relocating to Arizona in the 1990's, Mr. Luke formed the private equity firm Salt River Capital Group, LLC, and through that firm, invested in businesses in the plastics, metal forming, electronic manufacturing services, residential building products, and recycling arenas. In 2006 Mr. Luke became one of the founding partners of CanAm Capital Partners LLC, a corporate finance advisory firm.

Controlling Interest

Andrew Ayers of Clay Springs, Arizona maintains a controlling interest in ABC, as he currently owns 10,069,315 ABC Shares, or 37.55% of ABC.

Proposed Brokered Financing

Prior to or concurrent with the closing of the Proposed Acquisition, the Corporation expects to complete a brokered financing in a minimum amount of $3,300,000 (the "Brokered Financing"). Additional terms of the Brokered Financing, including the agent conducting the Brokered Financing on behalf of the Corporation (the "Agent"), the Agent's remuneration, the price per share and number of shares to be issued, will be announced in a subsequent news release. Any securities issued pursuant to the Brokered Financing may be subject to escrow and applicable statutory hold periods. The net proceeds of the Brokered Financing will be used by the Corporation to finance and increase the production capacity of ABC.

Sponsorship of Qualifying Transaction

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. The Corporation has not yet retained a sponsor in connection with the Proposed Acquisition, and there is no assurance that an exemption from this requirement will be obtained.

Trading Halt

The trading of Triwood Shares is expected to remain halted pending completion of the Qualifying Transaction.

Additional Information

Completion of the Proposed Acquisition is subject to a number of conditions including, but not limited to, the closing of the Brokered Financing and the Private Placement, the satisfaction of the Corporation and of ABC in respect of certain due diligence investigations to be undertaken by each party, the completion of a definitive agreement setting forth the terms and conditions set out in the Letter of Intent, closing conditions customary to transactions of the nature of the Proposed Acquisition, Exchange acceptance and, if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Proposed Acquisition cannot close until the required shareholder approval is obtained and there can be no assurance that the Proposed Acquisition will be completed as proposed or at all.

If and when a definitive agreement between Triwood and ABC is executed, in accordance with the policies of the Exchange, Triwood will issue a subsequent press release containing the details of the definitive agreement and additional terms of the Proposed Acquisition, including information relating to sponsorship, summary financial information in respect of ABC, and to the extent not contained in this press release, additional information with respect to the Brokered Financing, Private Placement, history of ABC and the proposed directors, officers, and insiders of the Corporation upon completion of the Proposed Acquisition.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Acquisition and associated transactions, including statements regarding the terms and conditions of the Proposed Acquisition and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Acquisition and associated transactions, that the ultimate terms of the Proposed Acquisition and associated transactions will differ from those that currently are contemplated, and that the Proposed Acquisition and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, ABC or their respective financial or operating results or (as applicable), their securities.

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