Margaux Red Capital Inc. Announces Proposed Qualifying Transaction With SOCPRA

• Published in: Marketwired
• Format: Trade Publication Article
• Language: English
• Published: Toronto Intrado Digital Media Canada Inc 09.09.2015
• Subjects: Bajic, Steve; Lebeuf, Michel Jr; Reulet, Bertrand; Zabaneh, Hani

Margaux Red Capital Inc. (NEX:MXC.H) ("Margaux" or the "CPC") is announcing that on September 3rd, 2015, it has entered into a definitive binding letter of intent (the "LOI") with Societe de commercialisation des produits de la recherche appliquee SOCPRA-Sciences et Genie S.E.C. ("SOCPRA"), a partnership created under the Quebec Civil Code, whereby Margaux and SOCPRA will complete an asset purchase transaction whereby Margaux will acquire assets from SOCPRA (the "Transaction"), which will constitute Margaux's qualifying transaction (the "Qualifying Transaction"), as per Policy 2.4 of the TSX Venture Exchange (the "Exchange" or "TSXV"). Pursuant to the terms of the LOI, subject to execution of a definitive asset purchase agreement ("Asset Purchase Agreement") and receipt of applicable regulatory and Exchange approvals, Margaux, will complete a reverse take-over or similar transaction and will issue to each of SOCPRA, Bertrand Reulet, Michel Delisle and Sebastien Plouffe, or their respective representative (the "Group") 1,000,000 common shares of the CPC, for a total of 4,000,000 common shares of the CPC in exchange for the acquisition of the Quantum Random Number Generator (International application No. PCT/CA2015/050408) and any and all related intellectual property ("QRNG"), considered as an asset of SOCPRA. The LOI is intended to be binding upon the Parties until execution of the definitive Asset Purchase Agreement. Upon the closing of the Transaction, Margaux will also pay $20,000 to SOCPRA and grant a 5 % royalty on all future sales of commercial applications incorporating QRNG (the "Royalty"). The Royalty can be purchased back by Margaux within the first three (3) years after closing the Transaction for $1,500,000 or the issuance of 6,000,000 additional resulting issuer's common shares, at SOCPRA's sole option. The QRNG will be transferred back to SOCPRA after three (3) years if Margaux fails to find a commercial application with regards to the QRNG.