Granada Gold Mine Inc. press release
Conclusion of an agreement in principle with respect to a qualifying transaction between DCB Capital Inc. and Opsens Inc.
TSXV - TSX Venture Exchange · Gold · Silver · Rubidium · Scandium · Cesium · Neodymium · Gallium · Hafnium · Strontium · Cerium · Rare Earth Elements · Magnet Rare Earth Elements · Canada
QUEBEC CITY, July 12 /CNW Telbec/ - Mario Jacob, President of DCB Capital Inc. ("DCB"), (TSX Venture Exchange: CPH.P) and Mr. Pierre Carrier from Opsens Inc. ("Opsens"), are pleased to announce that, on June 28, 2006, DCB and Opsens signed an agreement in principle for the acquisition of all the issued and outstanding Class A shares of Opsens. DCB expects the acquisition of Opsens (the "Qualifying Transaction") to constitute its Qualifying Transaction pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange"). The completion of the Qualifying Transaction will be subject to a number of conditions including the completion of a private or public financing of a minimum amount of $1,000,000 and a maximum amount of $2,000,000, more fully described below. Opsens was constituted on August 19, 2003 under the name 9132-7676 Quebec inc. pursuant to the Companies Act (Quebec). By articles of amendment, it became Opsens Inc. on September 11, 2003. Opsens is a leading developer, manufacturer and supplier of a wide range of fiber optic sensors and associated signal conditioners based on proprietary and patent pending technologies. Opsens sensors provide long-term accuracy and reliability in the harshest environments and are able to address various critical measurement requirements notably in the oil and gas field. Opsens provides patent pending sensors to measure pressure, temperature, strain and displacement to original equipment manufacturers (OEM) and end-users in the oil and gas, medical, energy and laboratory fields. Opsens offers technical services, as on site installation, training and turnkey fiber optic systems.
Evaluation of Opsens
According to the agreement in principle signed on June 28, 2006, DCB expects to conclude an agreement according to which it intends to purchase all of Opsens' issued and outstanding shares, that is to say 1,181,603 Class A shares. The purchase price for the acquisition of all the issued and outstanding Class A shares of Opsens will be paid by the issuance of 20,000,000 Common shares of DCB at a price of $0.40 per share. Opsens and DCB have agreed to evaluate Opsens at $8,000,000.
Private or Public Financing between $1,000,000 and $2,000,000
In order to meet the minimum listing requirements of the Exchange, DCB will complete a private or public financing of a minimum of $1,000,000 and a maximum of $2,000,000 to be completed concurrent with the Qualifying Transaction. The price of the units offered will be $0.40 each. The units will be comprised of one Common share of DCB and one Common share purchase warrant. The terms and conditions of the share purchase warrants will be determined subsequently. The financing shall serve, among other, to support its manufacturing efforts, to its current affairs, to R & D activities, to its working capital and to investment activities in fixed and intangible assets.
Sponsorship of the Qualifying Transaction
If necessary, Desjardins Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Trading Halt of DCB
DCB's Board of Directors has decided that trading in the shares of DCB will remain halted until completion of the Qualifying Transaction.
DCB's Share Capital and Allocation of Options
DCB currently has 4,346,666 Common shares issued and outstanding. DCB is not a party to any agreement requiring it to issue options, share purchase warrants or other securities convertible into shares, except for options held by Desjardins Securities Inc. entitling them to subscribe for 333,333 Common shares of DCB at a price of $0.30 per share expiring on May 30, 2008.
The Company Opsens
Opsens' headquarters and business offices are located in Quebec City. Opsens' significant assets are also located in Quebec City and its directors are Mr. Pierre Carrier from St-Lambert, Mr. Claude Belleville from L'Ancienne-Lorette and Mr. GaDetan Duplain from Beauport. Opsens currently has 1,181,603 Class A shares issued and outstanding which are held by twelve shareholders, among which the main shareholders are: (i) Mr. Pierre Carrier (18.14%), (ii) Mr. Claude Belleville (27.48%), (iii) Mr. GaDetan Duplain (27.48%), (iv) AccGes Capital QuDebec ChaudiGere-Appalaches, sociDetDe en commandite (9.67%), which head office is located in Ste-Foy and (v) Mr. Raynard Gauthier from Beauport (6.77%). There is no other share of any class presently issued and outstanding in the share capital of Opsens. Opsens is not a party to any agreement requiring it to issue options, share purchase warrants or other securities convertible into shares. According to Opsens' audited financial statements for the financial year ended August 31, 2005, Opsens has total assets of $1,040,863, liabilities of $1,710,615, a negative shareholders' equity of $669,752, and a net loss of $273,825 on revenues of $750,182. According to Opsens' internal financial statements for the nine-month period ended May 31, 2006, Opsens has total assets of $1,503,351, liabilities of $1,736,763, a negative shareholders' equity of $233,412, and a net loss of $600,887 on revenues of $609,855. The Qualifying Transaction is between parties dealing at arm's length.
Loan in favour of Opsens
Subject to the consent of the Exchange and in connection with the Qualifying Transaction, DCB has undertaken to grant a loan of a maximum amount of $250,000 to Opsens, to be secured by a movable hypothec without delivery on the universality of Opsens' movable property. The loan will be refundable on demand and will bear interests at the preferential rate of Opsens' financial institution, plus 2%. The loan will be disbursed 15 days following publishing of the present press release, at the earliest. Opsens will use the loan for its current operations.
The Board of Directors after Completion of the Qualifying Transaction
Upon completion of the Qualifying Transaction, DCB's directors will be Pierre Carrier, Claude Belleville, GaDetan Duplain, Mario Jacob, Denis M. Sirois, Bertrand Bolduc and Jean Rochette. Mr. Pierre Carrier has been President and Chief Executive Officer, President of the Board and Director of Opsens since its creation on August 19, 2003. His principal mandate consists in ensuring the operational management of the company. He is also a member of the Board of Directors of Amex Exploration Inc. (TSX Venture: AMX), a mining exploration company. From March 2001 until March 2003, he was President of Ryshco Media Inc., a corporation specialized in manufacturing movie dubbing softwares, for which he set up the business plan, and the corporate and financial structures. From September 1995 until August 2000, Mr. Carrier acted as President and Chief Executive Officer of Roctest Ltd., which shares are traded on the Toronto Stock Exchange, and which is involved in manufacturing instruments used in civil engineering projects. In said company, he completed many placements and business acquisitions including Nortech GSI Inc., Fiso Technologies Inc., and Kromafibre Inc. (Corvis Canada Inc.). Mr. Carrier holds a Bachelor's degree in Geology from the UniversitDe du QuDebec Ga MontrDeal obtained in May 1979. Mr. Claude Belleville has been Vice President R & D, Medical Sector and Director of Opsens since its creation on August 19, 2003. His principal tasks consist in leading research activities in the medical sector by orienting the main lines of commercial and intellectual property development, planning the works and looking after the execution of the action plan of the company. In May 1994, he co-founded Fiso Technologies Inc., a company specialized in manufacturing fiber optic sensors, for which he held the position of President, from May 1994 until December 2002, and thereafter the position of Vice-President Research and Development until August 2003. In addition to taking care of the management of the company, Mr. Belleville was in charge of the development of fiber optic gauges. He contributed to the development of many products and technologies of fiber optic sensors. Since July 1986, he has been a member of Ordre des ingDenieurs du QuDebec. Mr. Belleville holds a Bachelor's degree in Physical Engineering (optic and photonic) from UniversitDe Laval obtained in May 1986. He also holds a Master's degree in Optic obtained in May 1988 from the same university. Mr. GaDetan Duplain has been Vice President, R & D, Energy Sector, and Director of Opsens since its creation on May 19, 2003. His main tasks consist in leading research activities in the energy sector by orienting the main lines of commercial and intellectual property development, planning the works and looking after the execution of the action plan of the company. In May 1994, he co-founded Fiso Technologies Inc., a company specialized in manufacturing fiber optic sensors, for which he held the position of Vice-President from July 1994 until August 2003. In said company, Mr. Duplain acquired experience in strategic planning and development of high technology businesses. He holds a Bachelor's degree in Physical Engineering from UniversitDe Laval obtained in May 1983. Mr. Duplain also holds a Master's degree in Optic and Laser obtained in May 1986 from the same university. Mr. Mario Jacob is President and Director of Maximum Capital Inc., a consulting firm specialized in corporate financing and reorganization. He has been a lawyer and a member of Barreau du QuDebec since 1995. He is Director and Corporate Secretary of Power Tech Corporation Inc. (TSX Venture: PWB) and Director of Virginia Mines Inc. (TSX: VGQ). He was President and Director of the capital pool company, Dufort Capital Inc., now Odesia Group Inc., (TSX Venture: ODS) further to the completion of its qualifying transaction. He was also Director and Secretary of the capital pool company Rasa Investments Inc., which became Fortune 1000 Group Inc. (now Fortsum Business Solutions Inc., (TSX Venture: FRT)), further to the completion of its qualifying transaction, and of SLC Capital Inc., now Conporec Inc. (TSX Venture: CNP), further to the completion of its qualifying transaction. He was Vice President and Director of LBJ Partners Inc., a private management corporation, from October 2000 until October 2004. He was partner at Flynn Rivard, lawyers, from January 1996 until October 1999. He was Corporate Secretary of Plexmar Resources Inc. (TSX Venture: PLE) from January 2002 until February 2005, and of Lyrtech Inc. (TSX Venture: LYT), from August 2000 until June 2001. Mr. Denis M. Sirois has been Executive Vice-President of Exaclan Inc. since 1996. Exaclan Inc. is a private holding company. Mr. Sirois is a member of the board of directors of Telesystem Ltd. and some of its subsidiaries, and of Gestion Fier-succGes Inc. Mr. Sirois is a member of the Executive Committee of Exaclan Inc. and of the Investment Committee of Propulsion Fund III L.P. Mr. Sirois began his career for the company Bureau de credit collectif LtDee (BCCL) for which he acted as Managing Director in 1993. BCCL was a Quebec leader in credit information systems and was sold to a multinational in 1996. Mr. Bertrand Bolduc, B.Pharm., MBA, is President, Chief Executive Officer and Director of Mistral Pharma Inc. (TSX Venture: MIP), a pharmaceutical corporation developing controlled- delivery drugs since 2003. Mr. Bolduc is a pharmacist and has more than 14 years of experience in the pharmaceutical industry acquired at Servier Canada Inc., Biovail Corporation (TSX: BVF), Axcan Pharma Inc. (TSX: AXP), Procrea Biosciences Inc. (now OPMEDIC Group Inc., TSX: OMG) and TGN Biotech Inc., for which he participated in many acquisitions of products and businesses. He was President of the Pharmaceutical Marketing Club of Quebec and is currently President of the Quebec Bio-Industries Association. Mr. Bolduc is also a director of Motionshere Capital Inc. (TSX Venture: MSL.P), a capital pool company. He has been a member of the Order of Pharmacists since July 1990. He holds a Bachelor's degree in Pharmacy from UniversitDe de MontrDeal obtained in May 1990 and a Master's degree from HEC MontrDeal obtained in September 2000. Mr. Jean Rochette held the positions of Vice-President and Chief Executive Officer of the Company MAAX Inc. (previously TSX: MXA) in North America from January 2000 until March 2005. He had the responsibility of the results for North America: sales of 425 million dollars, 15 plants and 2,100 employees. From February 1996 until October 2000, he was President and Managing Director of Ralston Purina in France. Mr. Rochette has more than 13 years of experience in general directorate positions. He has developed an expertise in sales growth, development of distribution networks, business acquisitions and recovery of financial results. Holder of an Executive MBA, Mr. Rochette is known for his leadership, his professionalism and his abilities of strategic vision of the business and in the development of competitive advantages. Upon completion of the Qualifying Transaction, DCB's officers will be: Mr. Pierre Carrier (President and Chief Executive Officer), Mr. Claude Belleville (Vice President R & D, Medical Sector), Mr. GaDetan Duplain (Vice President R & D, Energy Sector) and Mr. Louis Laflamme (Vice President Finance and Chief Financial Officer). Mr. Louis Laflamme has been Vice President Finance and Chief Financial Officer of Opsens since November 2005. His principal tasks consist in defining and executing the financial strategy of the company towards the shareholders and the financial community as well as in the operational activities. From March 2005 until November 2005, he held the position of Director, Administration & Finance of DEQ Systems Corp., a corporation listed on the Exchange (TSX Venture: DEQ) and specialized in the manufacturing and distribution of electronic systems for gaming tables in casinos. In said corporation, he participated in equity financings. From July 2002 until February 2005, Mr. Laflamme held the position of Chief Financial Officer and Vice- President Finance of TGN Biotech Inc., a company specialized in research and development in biotechnology, for which he led a round of equity financing. From January 2002 until July 2002, Mr. Laflamme also acted as corporate controller for St-Raymond Forest Products Ltd., a corporation involved in the manufacturing of veneers. From October 1998 until December 2001, he was Senior Auditor in the assurance and advisory department for Samson BDelair/Deloitte & Touche, s.e.n.c.r.l. Mr. Laflamme has been a member of Ordre des comptables agrDeDes since February 2001. He holds a Bachelor's degree in Business Administration from UniversitDe Laval obtained in May 1998.
Conditions for the Completion of the Qualifying Transaction
The completion of the Qualifying Transaction is subject to a number of conditions, including a private or public financing of a minimum amount of $1,000,000 and a maximum amount of $2,000,000, compliance of the resulting issuer with the minimum listing requirements of the Exchange and consent of the Exchange. 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 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 Exchange has in no way passed upon the merits of the proposed Qualifying Transaction, and has neither approved nor disapproved the contents of this press release.
The prospectus of DCB CAPITAL INC. can be consulted on SEDAR's website at the address: http://www.sedar.com