Vector Resources Inc: Provides Update on Proposed Qualifying Transaction
Toronto - Vector Resources Inc. ("Vector" or the "Corporation"), a capital pool company, is pleased to provide the following update regarding its proposed business combination (the "Proposed Transaction") with Tectonica Australia Pty Ltd. ("Tectonica") as announced in its September 21, 2015, November 5, 2015 and January 8, 2016 press releases, which Proposed Transaction is intended to constitute a “Qualifying Transaction” as such term is defined in Policy 2.4 of the TSX Venture Exchange ("TSXV" or the "Exchange"). Vector is pleased to confirm that both it and Tectonica are proceeding with the Proposed Transaction as planned. By letter agreement dated March 14, 2016 (the "Extension Agreement"), the parties have agreed to amend the terms of the definitive Share Exchange Agreement between the parties dated November 4, 2015 (the "Definitive Agreement"), a copy of which is available under the Corporation’s profile at www.sedar.com, to extend the “Termination Date” as defined in the Definitive Agreement to April 29, 2016. As previously announced, the Proposed Transaction is subject to a number of requirements including, but not limited to, TSXV approval.
The parties continue to work diligently towards completion of a filing statement in respect of the Proposed Transaction in accordance with Policy 2.4 of the TSXV, which filing statement will be filed on SEDAR at www.sedar.com no less than seven business days prior to the closing of the Proposed Transaction. A further press release will be issued once the filing statement has been filed as required pursuant to TSXV policies, or if any other material changes occur. The Corporation and Tectonica are committed to pursuing completion of the Proposed Transaction as soon as practicable.
Trading Halt and Additional Information
Trading in Vector Shares has been halted pending receipt by the TSXV of certain required materials from the Corporation and review of the Proposed Transaction by the Exchange. The Corporation will continue to provide further details in respect of the Transaction in due course by way of press release.
About Tectonica Australia Pty Ltd.
Tectonica, a privately owned Australian company with operations in West Melbourne, Victoria, Australia, that develops and integrates advanced technology for application in the Defence and Law Enforcement markets. It has a track record of commercialising technology and developing innovative products for use by armoured vehicles, unmanned system and soldiers. Tectonica has developed a range of defence and law enforcement solutions in the areas of land navigation and, power and data management systems.
Tectonica is focused on providing government and defence industry customers with cutting edge technology to meet the capability challenges of the future. Its team of professional engineers has a track record in successfully commercialising technology and completing government contracts complemented by its prototyping and manufacturing capability that deliver its products to global markets
About the Corporation
Vector is a capital pool company. Since its incorporation, other than its initial public offering under the CPC Policy in November 2011 and the transactions in relation thereto, the Corporation has not commenced commercial operations and currently has no assets other than cash and promissory notes receivable, and liabilities.
For more information, please contact:
| Darryl Levitt T: (416) 202-6713 E: darryl.levitt@gmail.com | David Levy Tectonica Australia Pty Ltd. T: +613 9381 6700 E: david.levy@tectonica.net |
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.
This Press Release is not for dissemination within the United States.
Forward-looking Statements
Certain statements in this document constitute "forward-looking statements" within the meaning of various security legislation inclusive of but not limited to the United States Private Securities Litigation Reform Act of 1995 and/or "forward-looking information" under the Securities Act (Ontario). These statements include, without limitation, completion a proposed transaction and related financing, regulatory approvals and matters concerning the business, operations, and strategy of Vector and Tectonica. These statements generally can be identified by use of forward-looking word such as "may", "will", “would”, “should”, "intends", “proposes”, "expects", "anticipates", "believes", “plans”, "estimates", or "continue" or the negative thereof or similar variations. The proposed Transaction and related financing, and the future business, operations and performance of the Resulting Issuer discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the Transaction contemplated herein is completed.
We made a number of assumptions in the preparation of these forward-looking statements which may prove to be incorrect. You should not place undue reliance on our forward-looking statements, which are subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking statements. These risks include, but are not limited to, the ability of Vector and Tectonica to obtain board and any necessary shareholder approval to complete a Definitive Agreement, a Business Combination, a proposed Transaction and related financing, or to satisfy the requirements of the Exchange with respect thereto, securing and maintaining corporate alliances, the need for additional capital and the effect of capital market conditions and other factors, including capital availability, the potential dilutive effects of any financing, the timing of programs to explore, develop and commercialize products, the timing and costs of obtaining regulatory approvals, estimates regarding capital requirements and future revenues, the timing and amount of investment tax credits, and other risks detailed from time to time in our public disclosure documents or other filings with the securities commissions or other securities regulatory bodies in Canada and the U.S as well as abroad. Additional risks and uncertainties relating to the Corporation and our business can be found in the "Risk Factors" section of our Prospectus dated September 28, 2011, as well as in our other public filings. The cautionary statements qualify all forward-looking statements attributable to Vector and Tectonica and persons acting on their behalves. Unless otherwise stated, the forward-looking statements are made as of the date hereof, and we disclaim any intention and have no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Completion of the proposed transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.
M Partners Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
