“Volcanic”) (TSX-V: VOL) announces that it has entered into a letter of intent effective
VOLCANIC METALS CORP.
Suite 1600, 609 Granville Street Vancouver, BC V7Y 1C3 Tel: (604) 856-9887 / Fax: (604) 856-9479
For Immediate Release TSX-V: VOL
VOLCANIC TO ACQUIRE WUNDR SOFTWARE, INC.
February 6, 2014 – Vancouver, BC, Canada. - Volcanic Metals Corp. (the "Company" or “Volcanic”) (TSX-V: VOL) announces that it has entered into a letter of intent effective February 3, 2014, pursuant to which, subject to regulatory approval, the Company has agreed to acquire all of the issued and outstanding securities of Wundr Software, Inc. (“Wundr”), an arm’s length party, by way of a three-cornered amalgamation (the “Acquisition”).
Wundr is a privately held digital publishing company, incorporated under the laws of Canada. It’s CEO, Ryan Vetter, is the controlling shareholder. Wundr is in the business of developing and marketing a suite of software products that enable users to create + publish eBooks.
Ryan Vetter, Wundr’s CEO stated, “We have built a robust and scalable platform for creating and publishing eBooks and ePeriodicals worldwide. With a dedication to open standards such as ePub 3.0, our mission is to make it easy and low cost for anyone to create beautiful, interactive eBooks and ePeriodicals with wide distribution to multiple sales channels and devices.”
Playwrite is Wundr’s eBook oriented desktop publishing application that enables users to effortlessly create media-rich, interactive eBooks and ePeriodicals, from digital novels, textbooks, academic journals, to cookbooks and other publications. Playwrite has an intuitive user interface and a powerful feature-set. With innovative features like pre-styled templates and responsive layouts that automatically reformat themselves for multiple viewing devices, it’s simple for anyone to create professional looking eBooks and ePeriodicals.
uPub is Wundr’s solution to 1-click publishing to multiple eBookstores globally. With a uPub account, users are able to 1-click publish right from within the Playwrite platform to a growing number of sales channels worldwide, such as Kobo, the Sony eBookstore and Apple’s iBookstore. Also included is a full-scale, intuitive content management system where users can view and edit their titles by changing prices, and unpublish as well as republish them. uPub also includes powerful analytics for sales tracking and customer engagement metrics, as well as automated billing and administration. Publishers can also easily dispatch alerts across multiple social media channels once a book has been published or updated thanks to tight integration with Twitter and Facebook.
Pursuant to the terms of the Acquisition, Volcanic will issue an aggregate of 16,000,000 common shares in exchange for all of the issued and outstanding securities of Wundr. Up to an additional 4 million common shares of Volcanic will be issuable to the current securityholders of Wundr, on the achievement of certain revenue milestones over the first 2 years following closing of the Acquisition.
Subject to regulatory approval, the Company has also agreed to enter into a secured loan agreement with Wundr, pursuant to which it will advance certain working capital funds of up to $35,000 per month against an agreed upon budget. The loan will bear interest at 10% per annum and is repayable within 90 days if the transaction is terminated.
In connection with the proposed Acquisition, Volcanic intends to complete a non-brokered private placement financing for proceeds of not less than $1,500,000 (the "Financing"), through the issuance of 6 million units, at a price of $0.25 per unit. Each unit will consist of one common share of the Company, and one half of one share purchase warrant. Each full warrant will entitle the holder to purchase one additional common share at a price of $0.40 per share for a period of 18 months from the date of issuance of the warrants, subject to certain acceleration provisions. A finder's fee may be payable in connection with the Financing. All securities issued in connection with the Financing will be subject to a four-month statutory hold period. It is also a condition of the proposed transaction that 10 million outstanding warrants of Volcanic are repriced from $0.05 to $0.25 per share in the first year and $0.40 per share in the second year, subject to certain acceleration provisions.
The Acquisition will constitute a Change of Business for the Company under the policies of the TSX Venture Exchange (the "Exchange"). Closing of the Acquisition is subject to a number of conditions including the entering into of definitive agreements, the completion of the Financing, receipt of all required shareholder, regulatory and third party consents, including Exchange approval, and satisfaction of other customary closing conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. If required pursuant to Exchange Policy 2.2, the Company will retain a sponsor in connection with the Acquisition.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. Trading in the common shares of the Company will remain halted pending further filings with the Exchange.
Following completion of the Acquisition, the Company's Board will be reconstituted to include five directors to be mutually agreed upon by the parties.
Details on the constitution of the new board and management and any additional information required pursuant to the policies of the Exchange will be announced or disclosed in the disclosure documents once finalized.
On behalf of the Board of Directors
VOLCANIC METALS CORP.
/s/ Michael Iverson
Contact:
Michael Iverson
Chief Executive Officer (604) 856-9887 http://www.volcanicmetals.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward‐looking statements". Forward‐looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward‐looking statements.
ABOUT WUNDR SOFTWARE INC.: With a dedication to open standards such as ePub 3.0, Wundr’s mission is to make it easy and low cost for anyone to create beautiful, interactive eBooks and ePeriodicals with wide distribution to multiple sales channels and devices. For more information, visit: www.wundrbooks.com.