You see, I would have thought this would have been a Occupational Health and Safety compnay? hmmmmm. OHS to buy Pay Linx as qualifying transaction 2005-11-24 14:28 ET - News Release Mr. Gordon Travis reports ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH PAY LINX CORPORATION On Oct. 28, 2005, and amended on Nov. 16, 2005, OHS Capital Corp. entered into a letter of intent with Pay Linx Corp. to purchase all of the issued and outstanding shares of Pay Linx at a purchase price of $3.5-million, payable through the issuance of a total of 28 million common shares in the capital of OHS to the shareholders of Pay Linx, with the deemed price per share equal to 12.5 cents. The acquisition is intended to constitute OHS's qualifying transaction to become a Tier 2 industrial issuer on the TSX Venture Exchange and is subject to prior approval from the TSX-V. The shares of OHS will be listed on the TSX-V for trading after receipt by the TSX-V of required documentation relating to the qualifying transaction. Information regarding Pay Linx Pay Linx is a financial services corporation delivering banking solutions by providing debit cards, on-line banking and eFunding business opportunities empowering government, public sector and private sector customers the ability to differentiate and offer a competitive advantage through the delivery of services to their customers, employees and stakeholders. Specifically, Pay Linx enables its clients to issue debit cards to card users that access a client's account. Through software created by Pay Linx, the business rules for how access to the account will occur are established and linked to a debit card provided to the card users, with the settlement account remaining in the name of the client. The client then initiates the access of funds within the account to the various card users through the Pay Linx software. Pay Linx derives its income from fees charged for each transaction, as well as from monthly fees. The program is specifically designed to provide benefit to the underbanked and unbankable individuals, who currently have difficulty turning paycheques or other payments into a usable benefit. Pay Linx is currently completing user acceptance testing (UAT) with a government client to confirm satisfactory integration of Pay Linx's software with the government's existing infrastructure. The UAT is scheduled to be completed in November, 2005. December, 2005, Pay Linx anticipates that it will be generating transactional income using components of its banking solution. In January, 2006, Pay Linx anticipates that it will begin to market its entire banking solution to government and private sector customers. Through an agreement with the primary debtor of eWorkflow Biz Inc. and with eWorkflow directly, Pay Linx effectively acquired the assets of eWorkflow for consideration of shares, which were issued to 1200670 Alberta Ltd. (a corporation beneficially controlled as to 55 per cent by Ian McNeill, the president and chief executive officer of Pay Linx). The assets of eWorkflow included software developed by eWorkflow that will be used to support the debit card solutions. The assets in eWorkflow also included time, attendance and scheduling application software that will be marketed by Pay Linx separately from debit card products, as well as in an integrated time, attendance and payment solution with debit cards. Pay Linx has assumed all development contracts, customer deposits and liabilities pertaining to the eWorkflow's assets, and expects to complete system development and implementation to fulfill these contracts by Dec. 31, 2005. eWorkflow is a private corporation incorporated under the laws of the Province of Alberta in November of 2003 with its registered and business offices located at 10229, 88 St., Edmonton, Alta. Pay Linx is a newly incorporated private company incorporated under the laws of the Province of Alberta on May 9, 2005, with its registered and business offices located at 10229, 88 St., Edmonton, Alta. Ian McNeill is president and chief executive officer of Pay Linx, Perry Kinkaide is the vice-president, business development of Pay Linx, and Kirk Duffee is the chief financial officer, and vice-president, services and customer implementations of Pay Linx. Mr. McNeill, Mr. Kinkaide and Mr. Duffee are: the principal shareholders of Pay Linx; all of the directors of Pay Linx; and all residents of Edmonton, Alta. The following provides selected management prepared unaudited consolidated financial information regarding Pay Linx as at Oct. 26, 2005, which includes the acquisition of the eWorkflow assets and liabilities: Revenue $ 58,040 Expenses $ 20,369 Net income after taxes $ 30,682 Current assets $ 50,913 Total assets $ 380,574 Current liabilities $ 170,066 Total liabilities $ 170,066 Shareholders' equity $ 210,508 Working capital deficit $ 119,153 Terms of the proposed qualifying transaction structure OHS anticipates that the acquisition will be completed pursuant to a share purchase agreement entered into between OHS and each of the shareholders of Pay Linx, but may be completed pursuant to an exempt takeover bid under the Business Corporations Act (Alberta). Conditions The completion of the qualifying transaction is subject to a number of conditions, including the following: TSX-V approval of the qualifying transaction; receipt of any consents, approvals, orders or decisions from any governmental, regulatory and judicial (if required) authorities, and other third parties necessary for the completion of the qualifying transaction; approval of the qualifying transaction and the entering into of a definitive agreement respecting the qualifying transaction from each of the board of directors of OHS and Pay Linx; successful completion of the concurrent private placement (detailed below); and the TSX-V escrow agreement and any other voluntary escrow arrangements contemplated in the letter of intent shall have been entered into in a form and with terms and conditions satisfactory to OHS, Pay Linx and the TSX-V. The definitive agreement will also contain customary conditions to the completion of the qualifying transaction, as well as reciprocal indemnities, representations and warranties standard for transactions of this nature. Sponsor The corporation has entered into a letter of intent with Pacific International Securities Inc. pursuant to which Pacific has agreed to act, on a reasonable best-efforts basis, as the sponsor for the proposed qualifying transaction. Advance Subject to the provisions of TSX-V Policy 2.4, OHS has agreed to advance to Pay Linx an advance of up to $125,000, secured by a general security agreement, the terms of which are presently being finalized by Pay Linx and OHS. Lock-up agreements In the event the qualifying transaction is completed by way of exempt takeover bid, Pay Linx has agreed to use its reasonable best efforts to obtain definitive hard-lock pretender agreements executed by Mr. McNeill, Mr. Kinkaide, Mr. Duffee and 1200670 Alberta Ltd. and, if necessary, other persons who become shareholders of Pay Linx under the concurrent private placement, representing not less than 90 per cent of the Pay Linx shares on a fully diluted basis. Closing of the qualifying transaction shall be conditional upon prior receipt by OHS of said pretender agreements. Concurrent private placement Completion of the qualifying transaction is conditional upon OHS completing an equity financing of at least $1.1-million, or such other amount as may be required by the TSX-V in order for the resulting entity to meet minimum listing requirements. The price per share under the financing will be 12.5 cents, and the financing will close prior to or contemporaneously with the completion of the qualifying transaction. The securities issued under the equity financing will be securities of OHS, however Pay Linx may raise a portion of the equity financing at 12.5 cents per share directly to satisfy certain short-term obligations. Escrow It is anticipated that that the OHS shares issued to the shareholders of Pay Linx will be subject to a value escrow arrangement under the policies of the TSX-V. As well, the letter of intent contemplates that OHS may request that certain of the shareholders of Pay Linx enter into voluntary performance-based escrow agreements, with the release of the shares subject to such escrow being related to the meeting of sales and earnings before income taxes an administration and sales (EBITAS) return on investment criteria yet to be determined and shall not exceed release based on $1 of equity for each $1 of annualized sales in excess of $700,000 as base value. This value shall be based on cash and accumulated time not accounted for. Finder's fee Subject to regulatory and TSX-V approval, OHS has agreed to issue to Rahim Mohammad a maximum of 150,000 shares in the capital of OHS, at a deemed price per share equal to 12.5 cents, as a finder's fee in connection with the qualifying transaction. Directors, management and insiders of the resulting entity The proposed qualifying transaction with Pay Linx is at arm's length to OHS. Upon completion of the transaction, the following individuals will act as directors and/or officers of OHS: Ian McNeill president, chief executive officer and director Mr. McNeill is currently the president and chief executive officer of Pay Linx. Mr. McNeill in the past has been involved in the development and marketing of software solutions in the markets of financial services, temporary employment, workflow solutions and the real estate industry. Kirk Duffee, chief financial officer and vice-president customer implementations Mr. Duffee is currently the chief financial officer and vice-president of customer services of Pay Linx. From 2002 to 2005 Mr. Duffee was a senior field auditor with Grant Thornton LLP specializing in public company audits, and internal control assessment and reporting. From 2001 to 2002 Mr. Duffee was an accountant with Johnston Morrison Hunter LLP (chartered accounting firm) providing small business and personal income tax services. Perry Kinkaide, vice-president business development Mr. Kinkaide is currently vice-president of Pay Linx. Mr. Kinkaide is also president of Kinkaid Enterprises Inc., and is a former managing director of KPMG Consulting in Edmonton, Alta., and assistant deputy minister with the Alberta government. During Mr. Kinkaide's career in the public and private sectors he worked extensively with executive and senior management in team building, strategic services, tourism, transportation and telecommunications, managing change, business process reengineering, privatization, human resources, and e-business development. Gordon R. Travis, chairman and director Mr. Travis is currently the president, chief executive officer and a director of OHS, and the president of Liberty Holdings & Industries Ltd., a venture capital corporation focused upon the development and implementation of information technology into vertical markets in the medical, tourism and real estate industries. Prior to his involvement with Liberty Holdings & Industries Ltd., Mr. Travis held numerous senior financial positions within the energy sector both in public and private companies. Mr. Travis received his bachelor of commerce from the University of Calgary in 1975 and received his CMA designation in 1981. Douglas C. Urch, secretary and director Mr. Urch is currently the chief financial officer, secretary and a director of OHS, and has been the vice-president, finance and chief financial officer of Rally Energy Corp. since July 10, 2002. He holds a bachelor of commerce degree from the University of Calgary, became a certified management accountant in 1985, and is a member of the Society of Management Accountants, Financial Executives Institute and Petroleum Accountants Society of Canada. Mr. Urch has over 23 years of industry experience, most recently as chief financial controller with Scimitar Hydrocarbons Corp., from September, 2000, until the business combination with Rally Energy Corp. on July 10, 2002. Prior to September, 2000, Mr. Urch provided financial management services for a variety of public and private companies (Calpine Corp., Trigas Exploration Ltd. and HARS Systems Inc.) over a six-year period. From 1991 to 1993 he was chief financial officer, controller and corporate secretary at Barrington Petroleum Ltd. From 1983 to 1991, Mr. Urch was the controller at Ryerson Oil and Gas Ltd. John A. Mahoney, director From 1987 to October, 2003, Mr. Mahoney acted as president of CRC Creditor Resources Canada Ltd., based in Vancouver, B.C., a company focused upon providing life, accident and health insurance products for the Canadian automotive industry. During this period of time, Mr. Mahoney, through CRC, operated a successful warranty division, obtaining an exclusive contract with General Electric and established an administrative business to operate the warranty division. Mr. Mahoney is currently the president of CRC Management & Holdings, and a director of OHS. Robert Alexander, director Mr. Alexander is currently a director of OHS. From 1986 to the present, Mr. Alexander has been self-employed as a chartered accountant, having obtained that professional designation from the Institute of Chartered Accountants of Saskatchewan in 1963. In 1986, Mr. Alexander obtained his chartered business valuators designation. John S. Burns, QC, director Mr. Burns is presently a director with OHS, and is a partner with Gowling Lafleur Henderson LLP, with his areas of practice being principally corporate, corporate finance and securities law. Mr. Burns acts for public and private corporations, securities issuers, and underwriters. His practice focuses on mergers and acquisitions, public and private offerings, corporate restructurings, cross-border financings, and oil and gas, and banking transactions. He has participated in conferences and panels, and has authored a number of papers, and articles with respect to these areas of law. Mr. Burns is a board member of several public and private corporations and has been a public governor of the Alberta Stock Exchange. He has also been a member of the board of governors of Ridley College and Strathcona-Tweedsmuir School, and is a member of the board of governors of the Olympic Trust of Canada. Mr. Burns has been a member of the advisory council of the Calgary Economic Development Authority, a member of the Calgary Transportation Authority, and is a member of the corporate relations committee of the Calgary Exhibition and Stampede. Mr. Burns is also a Province of Alberta appointee to the dispute resolution panel for the Agreement on International Trade, and is a sitting member of the Nasdaq Stock Market listing qualifications panel, being a special subcommittee of the board of directors of Nasdaq. Mr. Burns was named as one of the top 30 deal-makers among corporate lawyers in Canada in a survey compiled by the National Post in 2002. In 2003, Mr. Burns was recognized in Euromoney's IFLR 1000: the Guide to the World's Leading International Business Law Firms, as an expert in capital markets. Mr. Burns obtained degrees in economics and political science from the University of Alberta, and obtained his LLB from Dalhousie University Law School, and is a member of the law societies of Alberta and Upper Canada, and the Calgary and Canadian bar associations. Completion of the qualifying transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the qualifying transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the qualifying transaction will be completed as proposed or at all.