VANCOUVER, BRITISH COLUMBIA — (Marketwired) — 10/31/14 — Boreal Productions Inc. (OTCBB: BPRO) – The Proposed Transaction will proceed by way of a share exchange agreement of Boreal and DSG, with Boreal–s name being changed to “DSG Global Inc.” The Proposed Transaction, when completed, will constitute a reverse take-over transaction pursuant to which the shareholders of DSG will hold a majority of the outstanding common shares of Boreal. The Proposed Transaction will be an arm–s length transaction.
DSG TAG Systems is a technology company that specializes in fleet tracking and management for a variety of industries and equipment. The company has developed a patented combination of hardware and software products that are marketed around the world. The TAG solution, (TAG, TEXT, TURF and TOUCH) fills a void in the market place by offering a modular cloud based management system which allows customers to customize their solution depending on desired functionality and budget constraints.
DSG has focused primarily on the golf industry, however the company has completed several successful pilots and will be moving forward in the military and agriculture industries and out of home advertising on the TAG TOUCH. The existing customer base has been secured through direct sales and has forged key relationships with distributors in Asia, UK and Europe as well as with major golf and utility equipment leaders such as E-Z-GO, Yamaha and Ransomes Jacobsen to help drive sales worldwide.
To date the TAG is installed on over 250 golf courses of the 40,000 golf operations worldwide and has monitored over 6,000,000 rounds of golf. The company has doubled sales each year since inception in 2009 and continues to expand. The company has a recurring revenue model as well as a rental model that has allowed the company to grow rapidly in a multi-billion dollar industry with this one of a kind patented product.
Upon completion of the Proposed Transaction, Boreal will carry on the business of DSG, which will then be its wholly owned subsidiary. The Board of Directors of Boreal will consist of 3 nominees from DSG and Boreal shall be entitled to appoint two directors to the board of directors.
In conjunction with, and prior to the closing of the Proposed Transaction, Boreal will consolidate its share capital 3:1 having no more than 10 million shares outstanding and DSG will have converted more than 95% of its current outstanding debt to common and preferred shares of DSG Systems Inc. Boreal will issue 20 million shares upon the acquisition of DSG. Boreal will seek to do a private placement of no less than ten million dollars.
The letter of intent is non-binding with respect to commercial terms, but includes binding obligations typical in the circumstances, including those relating to a period of exclusive dealing and confidentiality. No finder–s fees will be paid as a result of this transaction.
Further details concerning the Proposed Transaction and DSG (including financial information) will be set out in a further comprehensive press release, when a definitive agreement is reached between the parties.
All information contained in this press release relating to DSG was provided by DSG to Boreal for inclusion herein. Boreal has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, shareholder approval of DSG. The Proposed Transaction cannot close until the required conditions have been met. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed by Boreal in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Boreal should be considered to be highly speculative.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Forward-looking statements
This news release contains certain “forward-looking statements” including, for example, statements relating to the completion of the Proposed Transaction (including its proposed terms and conditions) and Private Placement. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. The forward-looking events and circumstances discussed in this release, including the completion of the Proposed Transaction (including its proposed terms and conditions) and the Private Placement, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting, Boreal or the Resulting Issuer, including failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the state of equity markets generally and risks associated with growth, the protection of intellectual property and competition. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, Boreal and DSG disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
Contacts:
Boreal Productions Inc.
310.510.6826
DSG Tag Systems Inc.
604.575.3848 x 113
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