Business
Conclusion of an agreement in principle with respect to a qualifying transaction between DCB Capital Inc. and Opsens Inc.
Conclusion of an agreement in principle with respect to a qualifying transaction between DCB Capital Inc. and Opsens Inc..
About this update from Trailbreaker Resources Ltd
[{"type":"text","content":"\n\n\n\n\nQUEBEC CITY, July 12 /CNW Telbec/ - Mario Jacob, President of DCB Capital\nInc. (\"DCB\"), (TSX Venture Exchange: CPH.P) and Mr. Pierre Carrier from Opsens\nInc. (\"Opsens\"), are pleased to announce that, on June 28, 2006, DCB and\nOpsens signed an agreement in principle for the acquisition of all the issued\nand outstanding Class A shares of Opsens. DCB expects the acquisition of\nOpsens (the \"Qualifying Transaction\") to constitute its Qualifying Transaction\npursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the \"Exchange\"). The\ncompletion of the Qualifying Transaction will be subject to a number of\nconditions including the completion of a private or public financing of a\nminimum amount of $1,000,000 and a maximum amount of $2,000,000, more fully\ndescribed below.\nOpsens was constituted on August 19, 2003 under the name 9132-7676 Quebec\ninc. pursuant to the Companies Act (Quebec). By articles of amendment, it\nbecame Opsens Inc. on September 11, 2003. Opsens is a leading developer,\nmanufacturer and supplier of a wide range of fiber optic sensors and\nassociated signal conditioners based on proprietary and patent pending\ntechnologies. Opsens sensors provide long-term accuracy and reliability in the\nharshest environments and are able to address various critical measurement\nrequirements notably in the oil and gas field. Opsens provides patent pending\nsensors to measure pressure, temperature, strain and displacement to original\nequipment manufacturers (OEM) and end-users in the oil and gas, medical,\nenergy and laboratory fields. Opsens offers technical services, as on site\ninstallation, training and turnkey fiber optic systems.\n\nEvaluation of Opsens\n\nAccording to the agreement in principle signed on June 28, 2006, DCB\nexpects to conclude an agreement according to which it intends to purchase all\nof Opsens' issued and outstanding shares, that is to say 1,181,603 Class A\nshares. The purchase price for the acquisition of all the issued and\noutstanding Class A shares of Opsens will be paid by the issuance of\n20,000,000 Common shares of DCB at a price of $0.40 per share. Opsens and DCB\nhave agreed to evaluate Opsens at $8,000,000.\n\nPrivate or Public Financing between $1,000,000 and $2,000,000\n\nIn order to meet the minimum listing requirements of the Exchange, DCB\nwill complete a private ...