Bayview Public Ventures Inc. announced today that further to the completion of the acquisition of all of the issued and outstanding shares of Catch the Wind, Inc. ("CTW"), the TSX Venture Exchange Inc. has issued its Final Exchange Bulletin regarding the transaction. The acquisition represents the completion of the Corporation's arms-length qualifying transaction pursuant to the policies of the Exchange as described in the Corporation's press releases dated July 3, 2008 and September 9, 2008.
Commencing on the opening of business on September 23, 2008, the Corporation will be a Tier 2 issuer whose shares will be listed for trading on the Exchange with the symbol TSXV:CTW. As part of the transaction, the Corporation changed its name to Catch the Wind Ltd.
CTW is a high technology company headquartered in Manassas, Virginia, approximately twenty miles from Washington, DC. The company was founded in 2008 to develop and manufacture laser-based wind sensor systems, with a primary focus on developing technology to serve the wind power generation
industry.
Concurrently with the completion of the Qualifying Transaction, CTW completed an offering of 11,539,000 subscription receipts at a price of $1.30 per subscription receipt for gross proceeds of $15,000,700. As part of the Qualifying Transaction, each subscription receipt was exchanged for one common share of the Corporation.
In connection with the closing of the Qualifying Transaction:
(a) the Corporation amended its articles of incorporation to consolidate its common shares on the basis of 4.99 shares into one share such that the previously issued and outstanding 7,140,000 common shares have been consolidated into 1,430,862 common shares;
(b) the Corporation has been continued under the laws of the State of Delaware;
(c) the Corporation, CTW and Bayview Public Ventures Amalco Inc. completed a "three cornered" amalgamation whereby CTW and Newco amalgamated to form a new corporation which is wholly-owned by the Corporation;
(d) CTW shareholders (including holders of subscription receipts issued under the Offering) received one post-consolidation resulting issuer share for every CTW common share previously held; and
(e) CTW options have been exchanged for comparable securities of the Corporation.
Following the completion of the Qualifying Transaction, the former CTW shareholders (not including investors under the Offering) hold, on a non-diluted basis, 25,000,000 (65.71%) of the outstanding Resulting Issuer Shares and the former Corporation shareholders hold 1,507,784 (4.0%) of such Resulting Issuer Shares. Of the 36,539,000 Resulting Issuer Shares issued pursuant to the Qualifying Transaction, 25,154,000 are subject to escrow imposed by the Exchange pursuant to a value escrow agreement dated September 18, 2008 and 3,050,000 remain subject to the CPC escrow agreement dated January 30, 2007. The provisions of the RI Escrow Agreement permit release of 10% of the escrowed shares on the date of receipt of the Final Exchange Bulletin approving the Qualifying Transaction and a further 15% every six months thereafter for the next 36 months. -- www.cnxmarketlink.com
Comment and add to the story without registration, but keep the comments meaningful please. Links are not accepted.
