Ct Executes Definitive Agreement
CT DEVELOPERS LTD.
115 Vine Avenue Toronto, Ontario M6P 1V9
NEWS RELEASE
CT EXECUTES DEFINITIVE AGREEMENT
October 16, 2013 – Vancouver, British Columbia (TSX-V: DEV.P) CT Developers Ltd. ("CT" or the "Company"), a capital pool company, is pleased to announce that it has executed a definitive share exchange agreement (the “Share Exchange Agreement”), dated October 9, 2013, with Bee Vectoring Technology ("BVT") and the shareholders (the “Shareholders”) of BVT. The Share Exchange Agreement replaces the previously announced letter of intent and provides a clear and binding framework for completing a share exchange with the Shareholders such that, upon TSXV approval and completion of this qualifying transaction (the “QT”), BVT will become a wholly owned subsidiary of the Company.
Bee Vectoring Technology
BVT owns a patent pending bee vectoring technology (the “Technology”) which uses bees to deliver various organic fungi commonly found in nature to flowering plants; the proprietary process replaces chemical fertilizers and pesticides, providing superior crop protection without the use of water, typically at reduced cost. The Technology has been proven to effectively and organically control harmful diseases affecting numerous crops based on tests with sunflowers, canola, strawberries, raspberries, pears, tomatoes, blueberries, peppers, eggplant, pumpkins, various melons, kiwi, apples turf grasses - to name a few.
The Technology:
� Replaces broad based chemical Pesticides with Organic bio controls � The agent is extremely effective even utilizing very small quantities of the
solution (50 grams per acre)
� Plants do not build resistance to the biocontrol � Enhances Produce Yields up to 25% - 50% � Significantly Extends the Shelf-Life of Harvested Crops like blueberries,
raspberries and strawberries
� Does Not Require the use of water as a carrier � Bio control is an endophyte i.e. promotes plant health making the plant
stronger and more resistant to diseases
� Out-competes diseases spatially does not kill the targeted pathogen, i.e
Interrupts the pathogens cycle of life
� No run off or reentry issues making BVT process organic and
environmentally friendly
� Used in greenhouses and outdoor crops
� Results in Significantly Increased Revenues for growers at lower cost than
current processes.
� The BVT process can be used with numerous Bio controls and is a new
platform to deliver crop protection for numerous common disease such as Thrips etc.
“Bee vectoring” technology is the result of over 20 years of research from prominent Canadian institutions which has recently been privatized and readied for commercialization by BVT. The BVT portfolio of pending patents facilitate control of diseases and pests and promote productivity in agricultural crops. The Technology uses pollinators, such as honey bees or bumble bees, as delivery vehicles of microbes or other beneficial substances (the “Bio control Agents”) to plants. The commercially raised beehives which house the bees are delivered to the grower by the company with about 300 bees in each hive. Typically one hive is required per acre, but this varies depending on the crop. Each hive has a dispenser through which bees walk to exit. Each dispenser contains a mixture of a carrier powder (Vectorite®) and the selected Bio control Agent (the “Mix”). As the bees walk through the dispenser they acquire the Vectorite and Mix which attaches to their legs. Then they exit the hive, forage to pollinate the crop, and thereby deposit some of the Mix on the crop flowers, thus delivering the Mix to the crop which acts as both a pesticide eliminating diseases, and as a fertilizer, increasing yield.
At present, US EPA (Environmental Protection Agency) and the Canadian PMRA (Pest Management Regulatory Agency) approvals for pest control purposes are in process. BVT expects shortly to receive fertilizer certification for the USA thus allowing sales prior to full EPA pest control approvals for its own bio control. Full registrations from the EPA and PMRA are expected in 2014-2015 when full product rollout in expected to occur with ‘piggy back’ approvals in most countries excluding the EU. In 2014-2015 the EU registration process will be undertaken.
BVT will require a minimum of CDN$2 million in funding to achieve commercial operations, allocated as follows:
$1,100,000 government registrations in Canada/USA, and EU
$500,000 Canadian manufacturing facility with machinery for production, including tray filling machines, blenders, fermenters, and labeling machines
$400,000+ working capital
Terms of the Share Exchange Agreement
Pursuant to the terms of the Share Exchange Agreement, CT will acquire all of the issued and outstanding shares of BVT at a deemed value of CDN$8,000,000 in exchange for 32,000,000 common shares of CT (the "Transaction Shares"), issued at a deemed value of $0.25 per share. The Transaction Shares will be issued to the eight shareholders of BVT pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. The Transaction Shares will be subject to resale and escrow restrictions as required under the applicable securities legislation and by the Exchange.
In connection with the QT, the Company will change its name to “Bee Vectoring Technologies Inc.”, or some similar name which is reflective of its new business undertaking.
Following the completion of the share issuances related to the QT, the Company will split its issued and outstanding common shares on 1:3 basis.
The Company obtained shareholder approval for both the name change and share split at its last shareholder meeting held on December 7, 2012. It is expected that upon completion of the QT, the resulting issuer will be listed as a Tier 2 Issuer on the Exchange.
Concurrent Financing
Concurrently with the QT, the Company intends to raise a minimum of $2,500,000 by the issuance of not fewer than 10,000,000 units (“Units”) of CT, at a deemed price of $0.25 per Unit. Each Unit will consist of one common share and one warrant, where one warrant will entitle the holder to purchase one additional common share of CT for $0.75 for five years from closing of the QT.
The fundraising will permit the Resulting Issuer to achieve its near term development goals and will provide the Resulting Issuer with adequate working capital for 12-months of operations.
Capital Structure
It is expected that the undiluted capital structure of the Company following the completion of all matters related to the QT will be as follows:
Existing Shares 5,077,500 Transaction Shares 32,000,000 Concurrent Financing 10,000,000 Total Outstanding1 47,077,500 x 3 (1:3 share split) = 141,232,500 common shares
1. Not including warrants and options which will outstanding.
Public Company Management
The Share Exchange Agreement contemplates that the Board of the Resulting Issuer will consist of the persons set forth below; officer appointments will be announced at a later date.
Michael Collinson
Michael Collinson has accumulated 35 years of experience in managing companies in Canada, USA, and Europe and has extensive experience in manufacturing processes, marketing, design, engineering and development. He has worked international sourcing programs with global companies and developed business in Europe, China and North America as both an owner and executive of companies.
Binh Vu
Binh Vu is a lawyer with over 10 years of experience in the area of corporate finance and securities law. From 2000 to 2010, Mr. Vu was a lawyer with the law firm Weir Foulds LLP practicing in the area of securities and corporate finance. From April 2010 to April 2011, Mr. Vu was a partner with the law firm Aird & Berlis LLP, where he advised publicly-listed companies in respect of equity and debt financings, mergers and acquisitions, divestitures and corporate restructurings. Since April 2011, Mr. Vu has been a business consultant providing advice with respect to corporate acquisitions, divestitures and financing. Mr. Vu holds a Masters of Tax from the University of Waterloo (2005), an LL.B from Queen's University (2000) and a Bachelor of Science from the University of Toronto (1997). Mr. Vu is an active member of the Law of Society of Upper Canada.
Richard Buzbuzian
Richard Buzbuzian, during the past 15 years has held various senior executive positions as both a principal and an advisor to public and private companies. His business experience in includes acquisitions and dispositions, corporate finance, business development, and investor relations. Mr. Buzbuzian was a director and Chief Operating Officer of the Griffin Corporation – (GRN.TSXV) from 1998 to 2002 and was a director of Armada Data Corp. (ARD.TSXV) from 1999 to 2009. At present, Mr. Buzbuzian is a director of CT Developers (DEV.P. TSX.V), and is the President and CEO of Asher Resources Corp. (ACN.TSXV) as well as Oriana Resources Corporation (OUP.P. TSXV).
Jim Molyneux
Jim Molyneux, a Chartered Accountant since 1983, is the Managing Partner of MSCM LLP (Toronto), an accounting firm advising on mergers and acquisitions, corporate finance, taxation and related matters. Mr. Molyneux received an MBA degree from the University of Windsor in 1981.
Robert Metcalfe
Robert Metcalfe has been counsel at Metcalfe, Blainey & Burns LLP since 2001 and, prior to that, he was a senior partner with the law firm Lang Michener LLP for 20 years. He is the former President and Chief Executive Officer of Armadale Properties (office building construction, finance and land development). Mr. Metcalfe currently serves on the board of directors of various public companies, including Gran Colombia Gold Corp. (gold - TSX) and Xinergy Corp. (coal - TSX), and has served as a director of numerous other publicly-listed corporations, including Coalcorp Mining, Axmin Inc. (gold), Petro Magdalena Corp (Oil and Gas), Central Patricia Gold Mines Limited, Iron Bay Trust Inc., Faraday Resources (Uranium) Ltd. and Chimo Gold Mines Inc. He has also served as a director of several privately-held corporations, including clean-technology corporation Evandtec Inc. Mr. Metcalfe has also served as a director of Canada Lands Company Limited, one the largest real estate corporations in Canada, and as a director and Chairman of CN Tower Limited. Mr. Metcalfe brings to the Board his extensive experience serving on the boards of numerous corporations, both private and public. Mr. Metcalfe is a member of the Law Society of Upper Canada.
Management of BVT
The management of the subsidiary operating company will consist of the persons set forth below.
Todd Mason, VP (Research and Protocol)
Todd Mason has worked for 30 years in the agricultural industry with extensive experience in soil management practices and agronomy. He has international experience in Canada, U.S.A., Japan, Mexico, Ukraine, China, Thailand, Korea and England with expertise in crop enhancement and disease control. He has particular expertise in the wine industry where he has assisted most Canadian and East coast American wineries achieving spectacular results. He graduated from Guelph University in agriculture and soil science. He has spent the last 5+ years working extensively on this project and trials.
John C. Sutton, Consultant (Botanical Issues)
John Sutton is a recognized worldwide expert in: epidemiology and management of diseases in crops; biological control of plant diseases; disease prediction; integrated crop protection; disease diagnosis; mycology. Dr Sutton is the discoverer of the beneficial effects of the fungus Clonostachys rosea in protecting and enhancing productivity of crops.
Mr. Sutton spent a large part of his career as an expert in plant health at the University of Guelph: 1969 -1975 Assistant Professor; 1975 –1982 Associate Professor; 1982-2004: Adjunct Professor (Plant Pathology, 2005-2014). He holds a B.Sc. (Hons.) in Agricultural Botany from the University of Nottingham (Trent) (1965), and a Ph.D. in Plant Pathology from the University of Wisconsin at Madison (1969).
Dr. Peter G. Kevan, Consultant (Bee Health Issues)
Dr. Kevan (B.Sc. Honours Zoology, McGill University, 1965; Ph.D. Special Merit, University of Alberta, 1970; Fellow Royal Entomological Society, Fellow Institute of Biology, Fellow Royal Society of Canada) is an internationally renowned expert in bee biology and pollination biology. He is author of over 250 scientific papers and book chapters, and the holder of several patents. He is a pioneer in the research, development and innovation of the system and equipment for the deployment of biological control agents delivered by managed pollinators for the protection of crop plants from plant diseases and insect pests. His practical and interdisciplinary approach to pure and applied research embraces, among other areas, applied ecology of pollination, pollinators, apiculture and crop protection that is globally unique. He is currently University Professor Emeritus in the School of Environmental Sciences at the University of Guelph where he is also Scientific Director of the Canadian Pollination Initiative (NSERC-CANPOLIN) and its 50 scientists and their teams in 29 institutions. He is also Chair of the International Commission for Plant Pollinator Relations and holds positions on the councils of the North American Pollinator Protection Campaign and the International Union for Biological Sciences.
Dr. Brenda Nailor Ph.D., Consultant (Registrations)
Dr. Nailor is an experienced and independent Consultant on the acquisition of PMRA approvals in Canada, extensive experience with registration process and contacts in Ottawa and USA to get registration for new products in Agriculture. Dr Nailor has wideranging contacts in the government and senior executives in Agricultural companies both in Canada and the USA.
Sponsorship
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies; CT is in the process of retaining a sponsor, details of which will be announced in due course.
Trading Halt
The common shares of CT are presently halted and it is expected that they will remain halted until completion of the QT.
Information and Updates
CT and BVT will provide further details in respect of the Proposed Transaction in accordance with Exchange Policy 2.4 in due course and, in any event, prior to the resumption of trading.
Completion of the QT is subject to a number of conditions, including the receipt of applicable regulatory approvals. There can be no assurance that the QT will be completed as proposed or at all.
For further information please contact:
Norman Eyolfson President & Chief Executive Officer Phone: (416) 604-7620
Statements in this press release regarding CT's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
COMPLETION OF THE PROPOSED TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, EXCHANGE ACCEPTANCE. THERE CAN BE NO ASSURANCE THAT THE PROPOSED TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL.
INVESTORS ARE CAUTIONED THAT, EXCEPT AS DISCLOSED IN THE FILING STATEMENT TO BE PREPARED IN CONNECTION WITH THE TRANSACTION, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE PROPOSED TRANSACTION MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON. TRADING IN THE SECURITIES OF A CAPITAL POOL COMPANY SHOULD BE CONSIDERED HIGHLY SPECULATIVE.
THE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE 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.