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| Posted on Friday, September 20 @ 00:00:12 PDT |
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 “LOIâ€) 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 “Transactionâ€). Upon completion of the Transaction, INEO will become a wholly-owned subsidiary of Metron (the “Resulting Issuerâ€) 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 “Consolidationâ€) 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 “Financingâ€) 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 (“PNIâ€), 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
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