AVCA backed Vogogo to go public via $20M QT on TSX-V

May 08
09:11 2014

Redfall Technologies Inc., an investee company of AVCA Ltd., has signed an agreement with Southtech Capital Corporation (TSX-V: STU.P), a CPC, to go public on TSX Venture Exchange (TSX-V) as Southtech’s Qualifying Transaction (QT)

Redfall Technologies, dba Vogogo, and Southtech have agreed to amalgamate and continue as one corporation named “Vogogo Inc.”

In connection with the amalgamation, Redfall intends to complete a brokered ‘commercially reasonable efforts’ private placement for gross proceeds of not less than $5.4 million. Completion of the private placement is a condition to completion of the QT.

In connection with the amalgamation, each Redfall shareholder will receive one common share in new Vogogo at a deemed price of $0.75 per share for every one common share of Redfall for deemed aggregate consideration of approximately $20 million exclusive of shares exchanged for Redfall Shares issued pursuant to the private placement.

Redfall, incorporated in 2008, is a payment processing business that has spent recent years developing and launching a new payment gateway technology called Vogogo (vogogo.com) that serves as the central point for transaction processing between business, customers and banks.

Redfall is moving forward with its plan to commercially market the Vogogo platform to businesses in the US and Canada.

Redfall has 26,598,692 shares are issued and outstanding. A majority of the outstanding Redfall Shares are beneficially owned/controlled by Robert (Geoff) Gordon (19.4%), Rodney Thompson (19.4%), and Limitless I Corp. (36.1%).

AVAC invests in Vogogo in August 2013.

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