Acquisition of PowerBand by Marquis Ventures Receives Conditional Approval of TSX Venture Exchange
November 6, 2017
Burlington, Ontario – (November 6, 2017) – PowerBand Global Dealer Services Inc. (“PowerBand” “or the “ Company”) is pleased to announce that conditional acceptance has been received from the TSX Venture Exchange (the ” Exchange”) for the Company to be acquired by Marquis Ventures Inc. (“Marquis”)(TSXV: MQV.H)(the ” Transaction”). The Transaction constitutes a “Qualifying Transaction” for Marquis Ventures Inc. under Exchange Policy 2.4 - Capital Pool Companies, and will result in the reverse takeover of Marquis by the shareholders of PowerBand, who will own the majority of the shares of Marquis and will take over management and control of Marquis.
PowerBand Solutions has developed and commercialized an innovative suite of auction, inventory and finance tools developed to meet the needs of commercial fleet finance companies, Original Equipment Manufacturer’s (“OEM’S”) captive finance companies, rental companies, dealer customers and strategic partners. PowerBand’s auction platform, the PowerBand Exchange, incorporates the industry’s best auction technologies, market intelligence, and appraisal processes to increase a dealership’s control and productivity. The fully transparent auction ensures PowerBand’s customers expose their vehicles to a wide audience, and in addition to receiving an optimized selling price they will also save on disposal fees and transportation costs associated with taking vehicles to a physical auction. More information is available at www.powerbandsolutions.com .
Marquis Ventures Inc. has filed on SEDAR its filing statement, dated September 29, 2017, relating to the Transaction (the ” Filing Statement”). Readers are encouraged to review the Filing Statement under Marquis’ SEDAR profile at www.sedar.com, which provides detailed information about the Transaction. Marquis will issue a further news release once the Exchange issues its final bulletin announcing the closing of the Transaction and the date that trading in the common shares of Marquis will commence on the Exchange.
The closing of the Transaction is subject to standard closing conditions as well as the completion of a $4,000,000 financing. The financing will be a private placement offering of approximately 53,333,333 units at $0.075 per unit. Each unit will be comprised of one common share of PowerBand and ½ of a common share purchase warrant. Each whole warrant will entitle the holder to buy a common share at a price of $0.15 for a period of three years. Approximately $1 million of this private placement has been closed to date. Marquis intends to close the transaction following the completion of the financing on or before December 28, 2017.
On behalf of the Board,
PowerBand Global Dealer Services Inc.
Barry McMillan, President
The TSX Venture 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investors are cautioned that, except as disclosed in the Filing Statement, 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 Marquis Ventures Inc. should be considered highly speculative.
Completion of the transaction is subject to a number of conditions. 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.
FORWARD LOOKING INFORMATION
The statements made in this press release may contain certain forward-looking statements concerning potential developments affecting the business, prospects, financial condition and other aspects of PowerBand Global Dealer Services Inc. (“PowerBand”). The words “will”, “may”, “anticipate”, “intend”, “plan” and similar words and expressions are used to identify forward-looking information. These statements include that (a) the Transaction will be completed and will constitute the Marquis’ Qualifying Transaction(“QT”), (b) the Marquis’ common shares will commence trading on the TSXV upon completion of the QT, (c) PowerBand will expand into the United States, and (d) Marquis will acquire PowerBand in accordance with the described terms. The actual results of the specific items described in this release, and the company’s operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of PowerBand’s management as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, PowerBand’s dependence on third parties, general market and economic conditions, technical factors, the availability of outside capital, receipt of revenues and other factors, many of which are beyond the control of PowerBand. PowerBand disclaims any obligation to update information contained in any forward-looking statement unless required by applicable securities laws.