Quattro Agrees to Purchase SRD Innovations Inc. for $3,500,800 Through the Issuance of Preferred Class C Shares
CALGARY, Alberta, Nov. 30, 2015 (GLOBE NEWSWIRE) -- Quattro Exploration and Production Ltd. (TSX-V:QXP) ("Quattro" or the "Company") is pleased to announce that it has signed a binding Letter of Intent to purchase all the shares of SRD Innovations Inc. ("SRD"), an Alberta-based wireless technology company focused on the collection of real-time seismic imaging for exploration, reservoir engineering, and micro-seismic for hydraulic fracture monitoring, mapping and analysis, including all contracts, licensing revenues, patents, technologies, and ongoing research.
Quattro intends to purchase all of the shares of SRD through the issuance of 35,008, Class C, Series 3 preferred shares of Quattro ("Preferred Shares") valued @ $100 per share. The shareholders of SRD, by way of a share exchange, shall receive 1 Preferred Share in exchange for 69.6563 Class A common shares of SRD, valuing SRD's Class A common shares at $1.42 per share (subject to revision on closing). Closing of the purchase is scheduled on or before December 28, 2015 and is subject to a number of customary conditions including, but not limited to, approval of the TSX Venture Exchange.
Further to the share exchange, and independent of the benefits associated with the Preferred Shares, SRD shareholders, on a pro-rata basis, shall be individually entitled to a Quarterly distribution of 75% (net of taxes but before expenses) of all future licensing revenues associated with the wireless technology developed by SRD as a wholly owned subsidiary of Quattro including future software revisions and developments.
The Preferred Shares are priced @ $100 per share, paying an annual preferred dividend of $3.50 per share. The holder will have the right on the anniversary of the 2nd year of issuance to convert the Preferred Shares into Class A common shares at a ratio of 40 Class A shares for each Preferred Share converted, valuing the Class A common shares at a deemed price $2.50 per share. Closing is subject to final TSX Venture Exchange approval.
"The acquisition of SRD Innovations Inc. remains consistent with Quattro's Mission Statement, of being a competitive, environmentally responsible supplier of energy," said Leonard Van Betuw, President and CEO of Quattro. "SRD has been a known asset to Quattro for many years. A powerhouse of intellectual personal and capacity, recognized by a far reaching array of their peers including the IEEE Standards Association, the National Science and Engineering Research Council and the Alberta Research Council. Quattro's interest in SRD has been as a passive supporter for the past 5 years. Their skills as innovators are boundless, ranging from the foundations of cellular wireless standards and Wi-Fi in the 1990's to development of the stable power systems required for what is now commonly known as the MIR."
"Quattro's interest in SRD Innovations developed into over two years ago, as SRD's patent portfolio and research resulted in their first commercialized application; the hyMesh™ wireless solution, developed for the collection of real-time seismic imaging for exploration, reservoir engineering, and micro-seismic for hydraulic fracture monitoring, mapping and analysis. This innovative solution is now quickly migrating, as all proven technologies do, into a vast arena of needs, including wireless communications, voice and video. Applications range from private and secure wireless communications and data networks, to collecting data from remote industrial work sites, to monitoring pipelines, to wireless video monitoring," said Mr. Van Betuw.
"Quattro commenced negotiations with SRD Innovations Inc. in 2014 for the application of SRD's technologies in the areas of focus Quattro thought were a priority, only to realize that we were competing with a growing monster. Just a few competing industries were; Wireless Communication Networks, Agri-Tech, Industrial Asset Management, Autonomous Equipment Control and Video Data streaming."
"After 18 months of contract negotiations, and the development of a strong appreciation of SRD's technological applications, potential and challenges it became apparent that buying the Company, participating in the growing licensing revenues and gaining control over the SRD's technology in the areas of resources exploration and development was not only the best solution for the low cost implementation and the continuing application of the technology for Quattro's needs but it had the potential to be a very accretive investment opportunity."
Summary of the Acquisition
Wireless Networks, Monitoring and Secure Data Transmission
$3,500,800 of Class C, Series 3 preferred shares priced @ $100 each.
Wireless Communications, 100% of hardware sales and 25% (net) of licensing revenues.
2 employees, plus consultants growing to 12 in 5 years (estimated)
Patents, Inventory, Research Laboratories and Office Equipment
Sales of more than $100,000,000 per year by 2020.
**Quattro anticipates annual savings due to the illumination of alternative services through the application and implementation of SRD's "technology" starting in 2016 will result in a savings of approximately $500,000 per year in the next 5 years at current production levels and sheltering the Company from additional costs of $8,000,000 in costs, over the same 5 years based on the Company's exploration and production plans from 2016 – 2020.
About Quattro Exploration and Production Ltd.
Quattro Exploration and Production Ltd. ("QXP") continues to focus on the conventional exploration and development of oil and natural gas reserves in Western Canada, with an expanding presence in Alberta and BC. Our core low risk production base will provide us the capacity to aggressively pursue a series of high impact exploration and development efforts in Central and South America. The company intends to balance this portfolio of activities to assure its shareholders that it achieves material growth in both reserves and production.
FOR FURTHER INFORMATION PLEASE CONTACT:
Leonard Van Betuw
President and Chief Executive Officer
Office (403) 984-3917 Ext.102
Direct Line (587) 228-7070 firstname.lastname@example.org
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, Investors should review the Company's registered filings which are available at www.sedar.com.
This news release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Barrel ("bbl") of oil equivalent ("boe") amounts may be misleading particularly if used in isolation. All boe conversions in this report are calculated using a conversion of six thousand cubic feet of natural gas to one equivalent barrel of oil (6 mcf=1 bbl) and is based on an energy conversion method primarily applicable at the burner tip and does not represent a value equivalency at the well head.
Trading in the securities of Quattro Exploration & Production Ltd. should be considered highly speculative. Neither the 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.
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