Qualifying Transaction – Bee Vectoring Technologies International Inc.

June 30, 2015

Josh Arbuckle and Alicia McKeag worked with Bee Vectoring Technology Inc. to close its Qualifying Transaction. A copy of the transaction press release is reproduced below.

 

Vancouver, British Columbia – June 30, 2015 – Unique Resources Corp. (TSXV: UQ) (the “Company”), a company listed on the TSX Venture Exchange (the “Exchange”), is pleased to announce that it closed its previously announced Reverse Takeover of Bee Vectoring Technology Inc. (“BVT”), for securities of the Company. The Company has also changed its name to “Bee Vectoring Technologies International Inc.”.  The Company will commence trading on the TSX Venture Exchange on July 6, 2015 under the symbol “BEE”.

 

Mike Collinson, President and CEO states “After 20 years of research and 8 years of successful trials, we are extremely excited to commercialize a solution that goes a long way to eliminating the inefficiencies and environmental impact of crop spraying, providing cost-savings and a reduction in water usage for crop producers resulting in organic, longer-lasting perishables for the consumer. We are intent on preserving the sanctity of our ecosystem and the health of people, while building value for all relevant shareholders and stakeholders.”

 

About BVT

 

BVT has developed and owns a patent-pending bee vectoring technology (consisting of a proprietary tray dispenser containing a unique carrier agent) that is designed to utilize commercially reared bumblebees as natural delivery mechanisms, without water, for a variety of powdered mixtures comprised of organic compounds that inhibit or eliminate common crop diseases, while at the same time stimulating and enhancing the same crops. This unique and proprietary process facilitates a targeted delivery of crop controls to flowering crops and ornamentals using the simple process of bee pollination to replace traditional crop spraying, resulting in reduced cost, better yield, organic product and less impact on the environment without the use of water or disruptions to labour.

 

The environmental impact of conventional crop spraying is a global issue to growing and food yields due to the collapse of bee colonies by poisoning from certain pesticides, a phenomenon known as Colony Collapse Disorder. Bees touch over 70% of everything that we eat.  The Colony Collapse Disorder pandemic poses a real and ongoing threat to the ecosystem and to our way of life.  Governments globally are beginning to recognize the dire consequences of allowing the use of dangerous chemicals to proliferate as they not only compromise the supply of  food  and  nutrition  globally,  but  recent  studies  also  show  that  their  hormone  disrupting effects are costing governments 100s of billions of dollars per year to treat new illnesses and irregularities (http://www.bbc.com/news/health-31754366). This, in turn, is resulting in limitation to grower’s abilities to apply pesticides and fertilizers to their crops.

 

BVT System

The BVT system consists of a dispenser tray that is incorporated into the lid of commercial bumblebee hives. The dispenser is a removable tray that contains non-toxic organic or synthetic pesticides and fertilizers in powdered form, including BVT’s proprietary organic inoculant fungi, BVT-CR7, within a unique compound known as “Vectorite” that allows the bumblebees to effectively pick up the product on their way out of the hive. The trays are changed every 3 to 9 days in order to replenish the depleted inoculant, ensure the freshness of the inoculant fungi, prevent infections to the bumblebees that may result from bee waste, and avoid packing or clumping of the inoculum in the trays. No special skills or time are required to replace the trays. BVT holds patents pending in 40 countries (including the United States and Canada) for the following technologies:

 

  • Vectorite – an ingredient mix that enables bumble bees to effectively carry BVT-CR7 and other beneficial fungi or bacteria (or third party non-toxic pesticides and fertilizers, such as Beauveria or Bacillus) in their outbound flights to the crops;
  • BVT-CR7 – a proprietary strain of naturally occurring fungus that is delivered to the crop plant  controlling targeted  crop  diseases  (e.g.  Sclerotinia  in  canola,  sunflowers, blueberries and strawberries, among others) thereby increasing crop yield and quality;
  • Integrated dispenser and removable and sealable tray system in which the Vectorite containing BVT-CR7 (and other non-toxic pesticides and fertilizers) is placed through which the bumblebees pass.

 

The BVT system has been successfully tested with commercial growers to effectively and organically control harmful diseases affecting important crops such as sunflowers, canola, strawberries,   raspberries,   apples,   tomatoes,   blueberries,   almonds,   peppers,   eggplant, pumpkins, various melons, kiwi, apples and coffee, among others. 

 

About the Transaction

 

Consolidation and Name Change

Immediately prior to the transactions described below, the Company consolidated its common shares on the basis one (1) post-consolidation common share for each 2.4 pre-consolidation common shares.   The Company has also changed its name to “Bee Vectoring Technologies International Inc.”

 

Reverse Takeover 

Pursuant to a Reverse Takeover (as such term is defined in Policy 5.2 of the Corporate Finance Manual of the Exchange), the Company issued 22,018,170 post-consolidation common shares in exchange for all of the issued and outstanding securities of BVT.The Company’s board of directors is now comprised of the following individuals: Michael Collinson, Jim Molyneux, Michael Walkinshaw, and Claude Flueckiger.  In addition, the board has appointed Michael Collinson as Chief Executive Officer, President and Chairman, Kyle Appleby as Chief Financial Officer and Secretary, and Todd Mason as Vice President, Research and Protocol.  Gary Freeman, Darryl Cardey, Cale Moodie and James Dawson have resigned as directors and/or officers of the Company.

 

Private Placement 

Immediately prior to closing of the Reverse Takeover, the Company completed a private placement (the “Private Placement”) of 12,426,200 subscription receipts (the “Subscription Receipts”) with Canaccord Genuity Corp. acting as agent (the “Agent”) for gross proceeds of $3,106,550.  On completion of the escrow release conditions set out in the subscription receipt agreement entered into among the Company, BVT, the Agent, and Equity Financial Services Inc. dated June 30, 2015, each Subscription Receipt was automatically exchanged for one post- consolidation common share of the Company resulting in the issuance by the Company today of 12,426,200 common shares. Proceeds from the Private Placement will be used as set out in the Filing Statement of the Company dated May 29, 2015 and found on the Company’s profile at www.sedar.com. 

 

In connection with the Private Placement, the Company paid the Agent cash commissions and fees, issued the Agent and its selling group 708,160 Agent’s warrants (“Agent’s Warrants”), and issued the Agent 320,000 common shares in respect of corporate finance fees.   Each Agent’s Warrant entitles the holder to purchase one (1) common share at a price of $0.25 for a period of three years from the date of issuance.   Additionally, the Company paid cash commissions to finders of  $57,800 and issued finders 231,200 finders warrants with each finders  warrant  having  the  same  terms  as  the  Agent’s  Warrants.     On  closing  of  the consolidation,  Private  Placement  and  Reverse  Takeover,  the  Company  had  a  total  of 43,925,102 common shares issued and outstanding. 

 

The  Company  has  entered  into  an  agreement  with  SJS  Public  Relations  (“SJS”)  for  the provision of investor and public relations services and pursuant thereto the Company granted 50,000 options to SJS upon closing of the Reverse Takeover.   Each such option shall be exercisable for one common share of the Company at an exercise price of $0.25 per share and shall vest in equal increments of 12,500 options on each of the dates that is 3, 6, 9, and 12 months following the closing of the Reverse Takeover. The Company previously received conditional approval from the Exchange for the Reverse Takeover and the listing of the shares of the Resulting Issuer (as such term is defined in Policy 5.2 of the Exchange) for trading on the Exchange, subject to satisfaction of certain customary conditions. The Company anticipates receiving its Final Exchange Bulletin from the Exchange in respect of the closing of the Reverse Takeover on July 3, 2015, following which its common shares will resume trading under the symbol “BEE.” 

 

 

Alicia McKeag, Corporate, Josh Arbuckle, Securities, Transaction Press Releases, Uncategorized