Capital Pool Companies: Decourcy Capital Corp. (“Decourcy”), Transformative Ventures Ltd. (“Transformative”), Auricle Biomedical Corporation (“Auricle”)
Target Company: Aztech Associates Inc. (“Aztech Associates”)
Resulting Issuer: Aztech Innovations Inc. (“Aztech Innovations”)
Listing Date: April 16, 2010
Public Financing: Total financing of approximately $2.0 million.
Company Description: Aztech Associates is involved in clean technology and is focused on energy conservation and Demand Side Managed products utilizing Home Area Networks.
Transaction: Decourcy, Transformative and Auricle completed their Qualifying Transactions by way of a Plan of Arrangement whereby they amalgamated to form Aztech Innovations. Aztech Innovations purchased all of the issued and outstanding securities of Aztech Associates, for a total of 26,015,813 Aztech Innovations common shares (at $0.06 per share) and 22,222,222 Aztech Innovations Class B non-voting common shares (at $0.06 per share). The Aztech Innovations Class B shares are subject to earn out provisions.
Role of Evans & Evans: Evans & Evans, Inc. acted as the Advisor to Aztech Associates over the period March 2007 to April 2010, providing services including:
- Forming of the capital pool company Decourcy
- Identifying the Qualifiying Transaction for Decourcy and assembling the parties including the two other CPCs
- Performing due diligence and valuation analysis on Aztech Associates
- Assembling and managing the financing syndicate