Metron Capital Enters Reverse-Takeover LOI with INEO Solutions

Not for Distribution to United States Newswire Services or for Dissemination in the United States

VANCOUVER, BC / ACCESSWIRE / September 19, 2019 / Metron Capital Corp. (TSXV:MCN) (“Metron” or the “Company“) is pleased to announce that it has entered into a letter of intent (the “LOI”) dated September 19, 2019 pursuant to which Metron will acquire all of the issued and outstanding shares in the capital of INEO Solutions Inc (“INEO“) , formerly Flashgate Technology Inc., via a reverse-takeover transaction (the “Transaction”). Upon completion of the Transaction, INEO will become a wholly-owned subsidiary of Metron (the “Resulting Issuer”) and the Resulting Issuer will carry on the business previously carried on by INEO.

Metron is a reporting issuer in British Columbia and Alberta and is listed on the TSX Venture Exchange. The LOI has been approved by the Board of Directors of both INEO and Metron Capital, and provides that:

  • Metron will complete a consolidation (the “Consolidation”) of its outstanding common shares to reduce its number of outstanding common shares from 20,733,928 pre-Consolidation shares to 12,798,721 post-Consolidation shares (an exchange ratio of approximately 1.6191 pre-Consolidation share to 1 post-Consolidation share);
  • In exchange for all of the outstanding securities of INEO, Metron will issue to the existing INEO shareholders 19,626,409 post-Consolidation shares and options to purchase an additional 175,830 post-Consolidation shares at $0.0888 per post-Consolidation share;
  • Prior to or concurrent with the closing of the Transaction, INEO shall complete a private placement (the “Financing”) of subscription receipts at a price of CAD$0.35 per subscription receipt for a minimum amount of aggregate gross proceeds of CAD$3,000,000, with each Subscription Receipt exchangeable for no additional consideration to acquire one post-Consolidation share in the capital of the Resulting Issuer. The Resulting Issuer may pay finder’s fees or broker’s commissions in connection with the Financing.

On completion of the Transaction, the former Metron shareholders will hold approximately 31% of the outstanding shares of the Resulting Issuer, the former INEO shareholders will hold approximately 47% of the outstanding shares of the Resulting Issuer, and the purchasers of Subscription Receipts will hold approximately 22% of the outstanding shares of the Resulting Issuer, on a non-diluted basis. The Resulting Issuer is not expected to have any dilutive securities outstanding other than stock options pursuant to a standard 10% rolling option plan.

INEO, located in Surrey, B.C., is transforming the front entrances of retailers and other public places with its INEO Retail Welcoming Systems (TM pending). INEO’s patented technology integrates high-resolution, advertising-ready screens onto an advanced theft-detection sensor system which is installed at the front entrance of retail locations. INEO’s trusted security gates replace antiquated anti-shoplifting or loss prevention systems and are proven products in deterring and catching shoplifters. In addition, INEO’s security gates incorporate high definition camera technology which captures video surveillance to record any incidences or security breaches. While INEO brings store entrance security to a new level, the company’s cloud-based servers deliver targeted ads, informing consumers about products, sales, in-store experiences and specials. Furthermore, INEO provides retailers with a wealth of data related to store traffic and machine learning powered advanced analytics.

INEO has made three meaningful acquisitions since being founded: (i) the acquisition of Provent Technologies Corporation in December 2016; (ii) the acquisition of 3-Axis Technology in December 2016; and (iii) the acquisition of intellectual property and assets from Detectag, Inc. in September 2017. These three acquisitions provided INEO with a retail customer base, the manufacturing expertise and intellectual property to design, manufacture and market its own unique INEO Retail Welcoming Systems. This past summer INEO launched its INEO Retail Welcoming Systems with successful installations in a number of retail locations in the Greater Vancouver area, and currently has an aggressive roll-out plan for the remainder of this year and into 2020.

The board of the Resulting Issuer will consist of three nominees of the management of INEO and two nominees of the management of Metron as constituted prior to the Transaction. The Chief Executive Officer of the Resulting Issuer will be Mr. Kyle Hall and the President of the Resulting Issuer shall be Mr. Greg Watkin.

In 2016, INEO was incorporated in British Columbia by Mr. Watkin, who is currently a director and officer of INEO. Mr. Watkin was formerly COO of Epic Data, a Vancouver based technology provider to the aerospace industry, servicing customers such as Lockheed Martin, Boeing and Bombardier. Prior to becoming COO of Epic Data, Mr. Watkin also held VP of Sales & Marketing and VP of Technology roles at Epic Data. After leaving Epic Data, Mr. Watkin led the registry services division of Resolve Corporation providing asset registry services for Canada’s largest banks including RBC, BMO, CIBC, ScotiaBank and TD Canada Trust. Mr. Watkin grew the registry service division to over $100 million in annual revenue before facilitating the sale of Resolve to Davis+Henderson. Mr. Watkin earned an Executive MBA from Queens University and a diploma in engineering technology from Fleming College.

Mr. Hall has been with INEO since late 2016 and he was formerly the CEO of PNI Digital Media (“PNI”), a Toronto Stock Exchange listed company providing eCommerce and photo kiosk services to some of the largest retailers in the world, including companies such as Walmart, Costco, CVS, Sam’s Club, Rite Aid, Walgreens, Tesco and Office Depot. Mr. Hall successfully negotiated the sale of PNI to Staples Inc. in 2014 for $75 million and spent two years as an executive at Staples before leaving to join INEO. Prior to PNI, Mr. Hall had a distinguished career in Business Development and Sales & Marketing for international companies including Corel Corporation, MGI Software and Telepix Imaging. Mr. Hall is also a former professional athlete having played in the CFL for the Winnipeg Blue Bombers and Ottawa Rough Riders. Mr. Hall earned a Bachelor of Science degree from Western University.

The third director officer nominated by INEO is yet to be determined and will be disclosed in a follow-up news release.

On behalf of Metron Capital Corp the two nominee directors will be Mr. Gurminder Sangha and Mr. James Talyor.

Mr. Sangha has over 18 years of experience of founding and managing natural resource companies. He has worked directly in the venture capital and equity markets through various positions held throughout his career. Mr. Sangha has served as a board member on various TSX-Venture listed companies and assisted with corporate finance duties, business development activities, and corporate governance. Mr. Sangha holds a Bachelor of Commerce degree.

Mr. James Taylor has over 36 years of experience in the financial services industry. Mr. Taylor has worked as a licensed broker for numerous brokerage firms over his career, including Yorkton Securities, GMP Securities and most recently Dundee Securities. Mr. Taylor brings with him a broad network of contacts throughout the North American financial services community.

The above-mentioned individuals constitute all persons who will be principal’s or insiders of the Resulting Issuer to date, details of further individuals or entities who will become principals or insiders of the Resulting Issuer will be disclosed in further news releases once appoints have been confirmed.

INEO’s financial statements for Fiscal 2019 and 2018 are currently being audited; however, preliminary unaudited results for Fiscal 2019, ended June 30, 2019, show INEO had revenue of $435,860, an increase of 49% from revenue of $292,342 in Fiscal 2018. The increase in revenue was primarily due to higher sales of retail loss prevention products. INEO experienced a loss of $132,925 in Fiscal 2019, which was an improvement from the loss of $257,362 in Fiscal 2018. INEO’s total assets were $263,898 and liabilities were $661,413 at June 30, 2019, compared to total assets of $208,184 and liabilities of $472,776 at June 30, 2018. The increase in liabilities from 2018 to 2019 is attributable to the drawdown of additional credit facilities which INEO incurred in order to launch its new INEO Welcoming Systems.

Table 1. Preliminary Unaudited Financial Results for Fiscal 2019 and 2018

 

Revenues

Profit/(Loss)

Total Assets

Total Liabilities

2019

$435,860

($132,925)

$263,898

$661,413

2018

$292,342

($257,362)

$208,184

$472,776

The Resulting Issuer will be expected to be classified as a technology company; final industry classification remains subject to TSX-Venture approval.

The proceeds from the Financing shall be used to fund the costs of the Transaction and to payout the outstanding balance owed on a credit facility, which had an outstanding balance of $150,000 as of August 1, 2019. The remaining funds shall be used for working capital purposes, funding the manufacturing and installation of additional INEO Retail Welcoming Systems, expanding the Company’s sales and marketing activities, and for general and administrative expenses for the advancement of the business.

In accordance with TSX-V Policy 5.2, Metron intends apply for an exemption from obtaining shareholder approval, as the Transaction exhibits the following characteristics:

  • The Transaction is not a related party transaction (and no other circumstances exist which may compromise the independence of Metron or other interested parties);
  • Metron does not have active operations;
  • Metron is not subject to a cease trade order and management believes it will not be suspended from trading on completion of the Transaction;
  • An exemption of shareholder approval for the Transaction is not contrary to Metron’s constating documents, an existing unanimous shareholder agreement, or any other agreement; and
  • There is no requirement to obtain shareholder approval of the Transaction (or any element thereof) under any applicable corporate or securities laws.

In accordance with TSX-V Policy 2.2, Metron intends to apply for an exemption from the exchange’s sponsorship requirement.

The completion of the Transaction is subject to conditions, including but not limited to the execution of a definitive agreement, mutual due diligence of the parties, and the approval of all regulatory bodies having jurisdiction in connection with the Transaction including the TSX Venture Exchange. 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 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 the Resulting Issuer 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 nor disapproved the contents of this news release

Additional information in connection with the Transaction will be provided in subsequent press releases.

On behalf of the Board of Directors of Metron Capital Corp.

Gurminder Sangha, President and CEO

Neither the 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 news release.

Reader Advisory

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the Transaction, Financing and Consolidation, satisfaction of the conditions precedent to the completion of the Transaction and the anticipated business of the Resulting Issuer following the completion of the Transaction.

In connection with the forward-looking information contained in this news release, Metron has made numerous assumptions regarding, among other things: TSXV approval for planned transactions, and the ability to negotiate and complete the transactions as contemplated herein. While Metron considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.

Additionally, there are known and unknown risk factors which could cause Metron’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: regulatory approval may not be obtained on a timely basis, or at all; general economic conditions in Canada, the United States and globally; industry conditions; unanticipated operating events; competition for and/or inability to retain services and inputs; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; changes in tax laws and incentive programs. A more complete discussion of the risks and uncertainties facing Metron is disclosed Metron’s continuous disclosure filings with Canadian securities regulatory authorities at www.sedar.com. All forward-looking information herein is qualified in its entirety by this cautionary statement, and Metron disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

SOURCE: Metron Capital Corp.

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