Trail Blazer signs definitive deal for QT with Juno

Executive Summary

• Trail Blazer Capital Corp. has entered into a definitive amalgamation agreement to acquire 100% of Juno Industries Inc., constituting a qualifying transaction under TSX Venture Exchange Policy 2.4.
• The transaction involves a share consolidation for Trail Blazer (1-for-6) and an exchange ratio of 1.45 post-consolidation Trail Blazer shares for each Juno share.
• A concurrent non-brokered financing of at least $7 million (8.75 million subscription receipts at $0.80 each) will be undertaken by Juno, with net proceeds used for corporate initiatives and M&A.

Key Details

• Transaction Structure: Amalgamation of Juno Industries Inc. with a wholly owned subsidiary of Trail Blazer Capital Corp. Juno will operate as a wholly owned subsidiary under the name Juno Industries Ltd.
• Share Exchange Ratio: Each holder of Juno shares receives 1.45 post-consolidation Trail Blazer shares.
• Share Consolidation: Trail Blazer shares will be consolidated on a 1-for-6 basis (one post-consolidation share for every six pre-consolidation shares).
• Ownership Projections: Upon completion, approximately 64.73% of the resulting issuer will be held by existing Juno shareholders, 7.20% by existing Trail Blazer shareholders, 2.88% by finders, and 25.20% by concurrent financing investors.
• Concurrent Financing:
  • Size: Not less than 8.75 million subscription receipts.
  • Price: $0.80 per subscription receipt.
  • Gross Proceeds: Not less than $7 million.
  • Conversion: Receipts convert into Juno shares, resulting in one post-consolidation Trail Blazer share per holder upon transaction completion.
  • Use of Proceeds: Corporate initiatives, mergers and acquisitions, and general corporate purposes.
• Finder’s Fees and Warrants:
  • Cash Fee: Trail Blazer pays an aggregate finder’s fee of 1,000,000 post-consolidation Trail Blazer shares (deemed price $0.80/share) to two arm's-length finders.
  • Finder’s Warrants: Juno will issue warrants up to 5% of the number of subscription receipts issued. Each warrant entitles the holder to purchase one resulting issuer share at $0.80/share for 24 months.
  • Finder’s Fee Shares Restrictions: Subject to a statutory hold of 4 months + 1 day, plus contractual resale restrictions (25% released at 6, 12, 18, and 24-month anniversaries).
• Management Changes:
  • Current Trail Blazer directors and officers will resign.
  • New Board: Hon. Harjit S. Sajjan (Executive Chairman), Hunter Scharfe (CEO, President), Dallas Pretty (CFO), Tania Belisle-Leclerc (VP Strategy), Kevin Torvik (VP Corporate Relations), Stephen Kukucha (Director), plus two additional directors.
• Conditions Precedent:
  • Approval by a special majority of Juno shareholders.
  • Conditional acceptance by the TSX Venture Exchange.
  • Completion of the concurrent financing.
  • All other regulatory approvals and consents.
  • Transaction must become effective within 180 days of the agreement date.
• Company Profile (Juno): Canadian defense technology company focused on advanced autonomous intelligence systems (C4ISR). Key products include the Juno Spectre (sensor system), Polar Nexus System (autonomous tower), and Aurora (command and control platform).
• Trading Status: Trading of Trail Blazer shares has been halted pending closing and exchange acceptance.

Notable Quotes

• No direct quotes from executives were included in the text; however, the release highlights the appointment of Hon. Harjit S. Sajjan as Executive Chairman, noting his background as former Minister of National Defence and decorated officer.