VOGOGO INC. ("VGO")
[formerly Southtech Capital Corporation ("STU.P")]
BULLETIN TYPE: Reinstated For Trading, Qualifying Transaction-Completed/New Symbol, CPC-Information Circular, Company Tier Reclassification, Name Change and Consolidation
BULLETIN DATE: September 12, 2014
TSX Venture Tier 2 Company
Reinstated For Trading
Further to TSX Venture Exchange Bulletin dated May 8, 2014, the Company has now completed its Qualifying Transaction, as set forth below.
Effective at the opening, Monday, September 15, 2014, trading will be reinstated in the securities of the Company (CUSIP 928583 10 3 ).
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Information Circular dated July 31, 2014. As a result, at the opening on September 15, 2014, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction involves the arm's length acquisition (the Acquisition) of all shares of Redfall Technologies Inc. (Redfall) for consideration of 27,024,681 common shares of the Company at $0.75 per share for aggregate deemed consideration of $20,268,511, exclusive of common shares issued in connection with the conjunctive Financings, as defined below.
The Acquisition was carried out pursuant to an amalgamation (the Amalgamation) of the Company and Redfall, whereby Southtech and Redfall amalgamated to form a new corporation (Amalco), which will carry on business under the name "Vogogo Inc." All of the issued and outstanding securities of Southtech (the Southtech Securities) were exchanged for corresponding securities of Amalco (the Amalco Securities) on a five-for-one basis, and all of the issued and outstanding securities of Redfall (the Redfall Securities) were exchanged on a one-for-one basis (the Exchange Ratio) for corresponding Amalco Securities, taking into account the effective Consolidation of the Company's securities, as defined below. The Amalgamation constitutes, in essence, an effective share consolidation of the Company (ratio: 5 for 1) (the Consolidation).
Redfall completed a concurrent non-brokered private placement and a brokered private placement (collectively, the Financings) for aggregate gross proceeds of about $8,500,000. The non-brokered private placement closed in respect of 6,666,666 subscription receipts, each at a price of $0.75 per subscription receipt, for gross proceeds of $5,000,000 and the concurrent brokered private placement closed for an aggregate of 4,666,667 subscription receipts issued at $0.75 per subscription receipt, for gross proceeds of $3,500,000. Each subscription receipt entitled the holder, without payment of additional consideration, to acquire one Class A share of Redfall (the Redfall Share), subject to satisfaction of certain conditions, which have been satisfied, such that Redfall Shares were exchanged pursuant to the Exchange Ratio, into common shares of Amalco.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Robert Gordon Y 5,166,668
Rodney Thompson Y 5,166,666
Tony Lacavera Y 288,462
The Exchange has been advised that the above transactions, approved by Shareholders on September 10, 2014, have been completed.
Further information on the above transactions is included in the Joint Management Information Circular of the Company and Redfall dated July 31, 2014, which can be found on SEDAR at www.sedar.com.
In addition, the Exchange has accepted for filing the following:
CPC-Information Circular
Effective July 31, 2014 TSX Venture Exchange has accepted for filing the Company's CPC Information Circular dated July 31, 2014, for the purpose of mailing to shareholders and filing on SEDAR.
Company Tier Reclassification
In accordance with Policy 2.5, the Company has met the requirements for a Tier 1 company. Therefore, effective on Monday, September 15, 2014, the Company's Tier classification will change from Tier 2 to:
Classification
Tier 1
Name Change and Consolidation
Pursuant to a resolution approving the Amalgamation passed by shareholders on September 10, 2014, the Company has effectively consolidated its capital on a five (5) old for one (1) new basis. The name of the Company has also been changed from Southtech Capital Corporation to Vogogo Inc.
Effective at the opening on Monday, September 15, 2014, the common shares of Vogogo Inc. will commence trading on TSX Venture Exchange, and the common shares of Southtech Capital Corporation will be delisted. The Company is classified as a 'other business support services' company.
Post - Consolidation
Capitalization: Unlimited common shares with no par value of which
39,098,012 common shares are issued and outstanding
Escrow: 12,688,462 total common shares are subject to escrow, with
12,288,462 common shares subject to a Tier 1 Value Escrow Agreement; and
400,000 common shares subject to a CPC Escrow Agreement
Transfer Agent: CST Trust Company
Trading Symbol: VGO (new)
CUSIP Number: 928583 10 3 (new)
Company Contact: Robert Gordon, Chief Executive Officer
Company Address: 400, 320-23 Ave. S.W.
Calgary, Alberta T2S 0J2
Company Phone Number: (403) 648-9292
Company Fax Number: 1-800-211-7593
Company Email Address: support@vogogo.com
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