Toba Industries Ltd. (NEX: TBG.H) (the "Company" or "Toba") is
pleased to announce the completion of the $1,283,002 financing and
reverse takeover of Beijing Marvel Cleansing Supplies Co. Ltd.
("Beijing Marvel"), formerly known as Peking Marvel Cleansing
Supplies Co., Ltd. Beijing Marvel is a leading wet wipes
manufacturer in China that produces a variety of nonwoven wipe
products for personal and household applications. All of the
conditions submitted to the TSX Venture Exchange in the press
release dated October 1, 2007 have been met. The Company's name
will officially change to Beijing Marvel Cleaning Supplies Co.
Ltd., and will trade under the new symbol "BMW" on the TSX Venture
Exchange.
As consideration for the acquisition of Beijing Marvel, the
Company issued 129,673,548 shares to Scitech Industries &
Trading Inc. ("Scitech"). Scitech now has control and direction
over a total of 129,673,548 common shares (representing 59% of the
outstanding shares) of Toba. Scitech advises that it does not have
any intention of acquiring any further securities of the Issuer
through market purchases. An Early Warning Report will be filed
with Canadian Securities Commissions in respect of the acquisition.
A copy of the report may be obtained from SEDAR at
www.sedar.com.
The Company paid a total of 2,180,555 shares as finder's fees in
connection with the acquisition to arm's length parties.
The 129,673,586 shares issued to Scitech and the 2,180,555
shares issued for the finder's fees will be subject to escrow.
In connection with the reverse takeover, 200,000 shares were
issued as payment of a sponsorship fee to Bolder Investment
Partners, Ltd.
Upon the completion of the reverse takeover the Company will be
issuing 1,351,111 shares to Quest Pharmatech Inc. ("Quest")
pursuant to an agreement between Beijing Marvel and Quest dated
December 21, 2007, as amended, for the purchase of certain patents
and patent applications which make up the Bionex Technology.
Toba is pleased to announce the completion of the previously
announced non-brokered private placement (June 5, 2008) of
9,503,717 units, each unit consisting of one share at $.135 cents
and one full warrant exercisable at $.27, having been issued for
proceeds of $1,283,002. Finder's fees will be paid to eligible
finders in relation to this financing, all in accordance to
regulatory policies.
The proceeds of the financing will go toward the completion of
the new manufacturing facility and working capital for the
Company.
The private placement of units are in addition to the previously
completed private placements of 16,480,436 special warrants, each
special warrant is automatically exercised for one unit upon the
completion of the acquisition, for gross proceeds of $2,224,858.86.
In connection with the above noted private placements of units and
special warrants, 25,984,153 shares and 25,984,153 share purchase
warrants were issued.
Mr. Robert Dzisiak, Chairman of the board stated, "We are
extremely pleased to complete this phase of the company's
reorganization. The new manufacturing facility is near completion
and will be the largest wipes manufacturing plant in Asia. We would
like to congratulate Mr. Liao Yongliang, company founder and CEO,
for his efforts, in building Beijing Marvel into the premier wipes
manufacturer in China. We look forward to executing our business
plan and reorganizing a successful brand into the leading provider
of fast moving consumer cleansing products in China."
About Beijing Marvel
Beijing Marvel was incorporated as a wholly owned foreign
enterprise (WOFE) in Beijing, China in 2003. Beijing Marvel was the
first to introduce wet wipes to the Chinese market over a decade
ago. Its award-winning brand, "Dreamboat", has been a leading brand
in China. Beijing Marvel has traditionally manufactured and sold a
family of nonwoven wipe products for personal and household
applications. Beijing Marvel currently develops and produces
nonwoven wet wipes for both domestic and international markets
under the brand name "Dreamboat". Beijing Marvel produces unique
wipe products in a range of sizes and containers and the current
product line includes universal and generic wipes, sterilizing
wipes, baby wipes, cleaning wipes and feminine hygiene wipes.
Robust management and an exclusive national distribution network
of 80 distributors, has made Beijing Marvel the number one brand in
China with its portfolio of wipe products now sold in over 20,000
outlets including Wal-Mart and Carrefour's stores across China. A
large scale expansion of the existing business is currently
underway with a new 100,000 sq. ft. manufacturing facility that,
upon completion, will be the largest wipes manufacturing facility
in Asia. Beijing Marvel will be applying proprietary designed and
manufactured production equipment to produce wipe products more
efficiently and at lower costs than traditional equipment
outsourced by competitors. Beijing Marvel and its exclusive
distribution network will be integrated to produce a single
production and national distribution network, improving efficiency
and reducing costs. By internalizing our distribution network, it
will act as one unit rather than 80 separate entities. Further cost
reduction efficiencies will be realized with the installation of
retail point-of-sale information sharing interfaces.
Through the reorganization and large-scale expansion of an
existing, successful brand, Beijing Marvel will significantly lower
costs and bring retail pricing down to a point significantly below
its competitor's pricing. This sustainable, lowest pricing model
will be used to take and retain market share from competitors in
the world's largest, price sensitive, growth market. The goal of
the Company is to become one of the largest manufacturers and
distributors of fast moving consumer goods in China.
The global wipes industry is a highly competitive business where
participants employ a variety of competitive strategies to build
and retain market share. These strategies include the development
of new products, extension of product lines and product
differentiation. The fundamental part of our competitive strategy
involves the establishment of a very low-cost position, where we
will compete primarily on the basis of price. This strategy is
appropriate and representative of our tactics to be a store brand
wipe, which competes very well against national brands by offering
our high quality products at much lower cost.
Board of Directors
As a result of the shareholder vote at the Special Meeting of
Shareholders held on September 19th, 2008, the new Board of
Directors will be fixed at 6 as follows:
Robert Dzisiak - Chairman and Director: Former president of
Refco Canada, former president of CFG Financial Group and past
Chairman of and served as a director of the Winnipeg Commodities
Exchange. Mr. Dzisiak is also the chairman of Wildcat Exploration
and a director of Hilltop Resources Inc.
Liao Yongliang - CEO and Director: Founder of Beijing Marvel.
Prior to introducing wet wipes and establishing Beijing Marvel's
lead position in China, Mr. Liao was a film producer and
successfully operated an advertising company and a trading
firm.
Loren Currie - Secretary and Director: Mr. Currie has over 20
years experience holding executive corporate positions in the
Canadian public markets.
Yang Jie (Jack) - Director: Mr. Yang has several years
experience in Canadian public markets and doing business in China.
Mr. Yang currently serves as a director of Continental Minerals, a
Canadian public company with business interests in China.
Zhang Yunkun (William) - Director: Mr. Zhang will provide
supervisory oversight for Beijing Marvel's operations in China.
Ms. Zhou Hang - Director: Ms. Zhou Hang is responsible for
internal controls and financial reporting for Beijing Marvel's
operations in China.
Stock Options Issued
In accordance to the Company's stock option plan, the company
has issued 12,660,964 options, issued to certain officers,
directors and employees of the Company. A further 9,249,121 options
are available for issuance.
Further Financings
The Company announces that it is pursuing further financings
which when finalized will be announced as they occur.
ON BEHALF OF THE BOARD OF DIRECTORS
Loren Currie, Director
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this press release that are not based on
historical fact, including without limitation statements containing
the words "believes", "may", "plans", "will", "estimate",
"continue", "anticipates", "intends", "expects" and similar
expressions, constitute "forward-looking statements" within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995 and "forward-looking information" within the meaning of
applicable Canadian securities laws. All such statements are made
pursuant to the "safe harbor" provisions of applicable securities
legislation. Forward-looking statements may involve, but are not
limited to, comments with respect to our objectives and priorities
for the future, our strategies or future actions, our targets,
expectations for our financial condition and the results of, or
outlook for, our operations, research development and product and
drug development.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
events or developments to be materially different from any future
results, events or developments expressed or implied by such
forward-looking statements. Many such risks, uncertainties and
other factors are taken into account as part of our assumptions
underlying these forward-looking statements and include, among
others, the following: general economic and business conditions,
both nationally and in the regions in which we operate; market
demand; technological changes that could impact our existing
products or our ability to develop and commercialize future
products; competition; existing governmental regulations and
changes in, or the failure to comply with, governmental
regulations; adverse results or unexpected delays in preclinical
and clinical product development processes; adverse findings
related to the safety and/or efficacy of our products; decisions,
and the timing of decisions, made by regulatory agencies regarding
approval of our technology and products; and the requirement for
substantial funding to conduct research and development and to
expand manufacturing and commercialization activities or consummate
acquisitions. In addition, our business is subject to certain
operating risks that may cause any results expressed or implied by
the forward-looking statements in this press release to differ
materially from our actual results. These operating risks include:
our ability to attract and retain qualified personnel; our ability
to successfully complete development of our products; changes in
business strategy or development plans; our failure to obtain
patent protection for discoveries; loss of patent protection
resulting from third party challenges to our patents;
commercialization limitations imposed by patents owned or
controlled by third parties; our ability to obtain rights to
technology from licensors; liability for patent claims and other
claims asserted against us; our ability to obtain and enforce
timely patent and other intellectual property protection for our
technology and products; the ability to enter into, and to
maintain, corporate alliances relating to the development and
commercialization of our technology and products; market acceptance
of our technology and products; our ability to successfully
manufacture, market and sell our products; the continued
availability of capital to finance our activities; and any other
factors referenced in our other filings with the securities
commission. Given these uncertainties, assumptions and risk
factors, readers are cautioned not to place undue reliance on such
forward-looking statements. Except as required by law, we disclaim
any obligation to update any such factors or to publicly announce
the result of any revisions to any of the forward-looking
statements contained in this press release to reflect future
results, events or developments.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the content of this press release.
Contacts: Toba Industries Ltd. Loren Currie Director (604)
646-5612 (604) 688-1817 (FAX)
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