Black Birch Capital Acquisition III Corp. announces letter of intent with Daymak Inc.

Black Birch Capital Acquisition III Corp. announces letter of intent with 
Daymak Inc. 
TORONTO, Aug. 8, 2013 /CNW/ - Black Birch Capital Acquisition III Corp. (TSXV: 
BBC.P) ("Black Birch" or the "Company") is pleased to announce that it has 
entered into a letter of intent (the "LOI") dated July 30, 2013 with Daymak 
Inc. ("Daymak"), a corporation existing under the laws of Ontario, which 
outlines the general terms and conditions pursuant to which Black Birch and 
Daymak intend to complete a transaction that will result in Black Birch 
acquiring all of the issued and outstanding securities of Daymak. The 
transaction will constitute Black Birch's qualifying transaction (the 
"Qualifying Transaction") under the policies of the TSX Venture Exchange (the 
"Exchange"). Following completion of the Qualifying Transaction, it is 
anticipated that the resulting issuer (the "Resulting Issuer") will be a Tier 
1 company. 
Terms of Acquisition 
Under the terms of the LOI, Black Birch will acquire all of the issued and 
outstanding securities of Daymak in exchange for equity in Black Birch, as 
further described below (the "Transaction"). It is currently anticipated that 
the Transaction will be effected through a "three-cornered amalgamation" (the 
"Amalgamation"), whereby: (i) Daymak will amalgamate with a newly incorporated 
company incorporated under the laws of Ontario and wholly-owned by Black 
Birch, to form an amalgamated corporation ("Amalco"); (ii) the holders of 
Daymak's common shares will receive 19,475,000 common shares of Black Birch 
("Common Shares") at an ascribed value of $0.40 per Common Share and the 
holders of Daymak's options and warrants will receive approximately 3,781,204 
options and warrants of Black Birch; and (iii) Amalco will become a 
wholly-owned subsidiary of Black Birch. The final structure of the Transaction 
is subject to receipt of definitive tax, corporate and securities law advice 
satisfactory to both Black Birch and Daymak. 
Pursuant to the terms of the LOI, completion of the Qualifying Transaction 
will be subject to a number of conditions, including receipt of gross proceeds 
of not less than $3,000,000 pursuant to the QT Financing (as defined and 
described below), completion or waiver of sponsorship, receipt of all required 
regulatory approvals, including the approval of the Exchange of the Qualifying 
Transaction, completion of all due diligence reviews, satisfaction of the 
minimum listing requirements of the Exchange and all requirements under the 
Exchange rules relating to completion of a Qualifying Transaction, and 
execution of a definitive amalgamation agreement. 
The proposed Qualifying Transaction is not a "Non-Arm's Length Qualifying 
Transaction" within the meaning of Policy 2.4 of the Exchange and, as such, 
shareholder approval is not required, unless otherwise required by the 
Sponsorship of a qualifying transaction of a capital pool company is required 
by the Exchange, unless exempt in accordance with Exchange policies. Black 
Birch intends to apply for an exemption from sponsorship requirements, 
however, there is no assurance that Black Birch will obtain this exemption. 
A filing statement in respect of the proposed Qualifying Transaction will be 
prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at no less than seven business days prior to the closing of the 
proposed Qualifying Transaction. A press release will be issued once the 
filing statement has been filed, as required pursuant to Exchange policies or 
any other material changes occur. 
Black Birch currently has 5,109,850 Common Shares issued and outstanding, as 
well as options and warrants to acquire Common Shares. There are 510,985 
options that entitle the holders thereof to acquire an aggregate of 510,985 
Common Shares at a price of $0.10 per share. There are 310,985 warrants that 
entitle the holders thereof to acquire an aggregate of 310,985 Common Shares 
at a price of $0.10 per share. Under the terms of the LOI, Black Birch will 
undertake a 2.67:1 share consolidation such that it will have 1,916,194 Common 
Shares issued and outstanding with a corresponding adjustment taking place to 
the options and warrants. On a pre-consolidation basis, the Transaction is 
being done at an ascribed value of $0.15 per share which equal $0.40 per share 
on a post-consolidation basis. 
Daymak currently has 165.03 common shares outstanding and approximately 32 
options and warrants outstanding at strike prices ranging from approximately 
$36,000 to $70,000. Prior to the Transaction, Daymak shall undertake an 
118,009:1 stock split such that there will be 19,475,000 common shares of 
Daymak issued and outstanding. Each Daymak post-split common share shall be 
exchanged for one post-consolidation Black Birch Common Share. Daymak options 
and warrants shall also be split accordingly. 
Post-consolidation, and without taking into account the QT Financing (as 
described below), the Resulting Issuer will have approximately 21,391,194 
common shares and 4,089,442 options and warrants issued and outstanding. 
QT Financing 
It is a condition of the LOI that concurrent with the completion of the 
Qualifying Transaction, Daymak and Black Birch shall complete a brokered 
private placement (the "QT Financing"), for minimum proceeds of $3,000,000 and 
maximum proceeds of $5,000,000. Daymak and Black Birch intend to engage a 
broker in short order and will issue a press release updating the status of 
the QT Financing when more information is available. 
Daymak will use the proceeds of the QT Financing to continue to grow its 
retail presence in Ontario; develop and grow dealer networks in the province 
of British Columbia and Quebec; develop and grow the ADP certified mobility 
scooter division in Ontario; develop and grow its on-line presence; continue 
to grow and expand its US market through the US Shopping Channel; continue 
spending on research and development; and, fund general corporate expenditures. 
Daymak Inc. 
Daymak, a Toronto-based company incorporated in 2002, is a leading developer 
and distributor of personal light electric vehicles with over 100 dealers 
across Canada. Daymak's alternative personal light electric vehicles consist 
of street legal electric bikes, ATVs, scooters and mobility scooters which are 
now ADP approved. 
Daymak has also developed and commercialized personal light electric vehicles 
based on its proprietary Daymak D-Drive technology. The Daymak D-Drive 
Controller is composed of two proprietary components, a microprocessor that 
generates more power, speed and distance to existing electric vehicles and an 
electric circuit board which is designed to increase and maximize the 
input/output capabilities of all electric components safely. Daymak has 
designed, developed and manufactured the world's first wireless electric 
bicycle, the patent pending Shadow Ebike. Daymak's accolades include the Clean 
Tech North Award, Profit Magazine's Top 100 & 200 Canada's Fastest Growing 
Companies and Top Women Entrepreneurs Award in 2008. 
In present market conditions, consumers are looking for affordable 
recreational vehicles. Also, with an increasingly strong green environmental 
movement around the world, Daymak believes that the need for fuel efficient 
vehicles and innovative technologies will be in high demand globally. 
Daymak Financial Information (based on unaudited financial statements) 
In 2012, Daymak recorded revenues of $7,276,309, up 20% from $6,057,476 in 
2011. Net income in 2012 was $240,269, up from $212,753 in 2011. Since 2008, 
Daymak has been growing and profitable every single year. Both sales and 
profit have almost doubled since 2008. At December 31, 2012, Daymak had total 
assets of $5,412,029 and working capital of $3,258,294. 
Proposed Management and Directors 
As part of the completion of the Qualifying Transaction, Daymak's current 
management will assume responsibility for the Resulting Issuer and the 
Resulting Issuer's board of directors will be comprised of Paul Haber, Kin-Man 
Lee, Anthony Pizzaro, Robert Tweedy and Aldo Baiocchi. The following are brief 
descriptions of Daymak's management team and its proposed nominees that will, 
collectively, assume management responsibility for the Resulting Issuer upon 
completion of the Qualifying Transaction. Messrs. Haber, Lee and Pizzaro are 
currently directors of Black Birch and their biographies are available on 
SEDAR as part of the prospectus issued in relation to the initial public 
offering of Black Birch. 
Yeganeh Baiocchi - President: Ms. Baiocchi is the founder of Daymak and is 
responsible for purchasing, marketing and sales. Ms. Baiocchi has worked for 
over 10 years in various management positions with the Bank of Montreal. In 
2008 she was voted one of Canada's top 100 woman entrepreneurs. 
Aldo Baiocchi - V.P. Production & Director: Mr. Baiocchi is responsible for 
the development of new products and brings to Daymak over 20 years of 
experience in sales, marketing and team management. Mr. Baiocchi was 
previously at Microforum and Aludra Inc. where he managed R&D teams that 
developed several award winning computer softwares that achieved millions of 
dollars in sales. Mr. Baiocchi was responsible in bringing the D-Drive to 
market. Mr. Baiocchi will be a director of Black Birch upon completion of the 
Kurt Mak - Chief Financial Officer: Mr. Mak has 20 years of extensive 
operational and senior finance experience. He has experience with startup 
operations and with large public enterprises. He has turned companies around 
to be profitable and cash flow positive. He recently raised over $20 million 
in private financing and executed a corporate restructuring to better align 
corporate values and vision. His past experiences in various senior roles 
include Ault Foods, SunBlush Technologies, Bayer Inc., Teknion Corporation and 
the Chippery group of companies. 
Robert Tweedy - Director: Mr. Robert Tweedy is a corporate director. He is the 
Chairman of Useppa Holdings Limited, a private management company. Mr. Tweedy 
is currently the Chairman of Aurcana Corporation and STT Enviro Corporation. 
He is a trustee of Dundee REIT and an Advisor to MARS. Mr. Tweedy is a past 
Director of TransAmerica Life Insurance Company of Canada, Rockwater Capital 
Corp., the Toronto Hospital Foundation Board, and has served as President and 
CEO of a number of private and public companies. He is a past Chairman of the 
Young President's Organization, Ontario Chapter, and currently a member of the 
World Presidents' Organization. He earned his Honours Bachelor of Arts degree 
from the University of Toronto and his Master of Business Administration 
degree from Stanford University. In 2003, he was awarded the H.M. The Queen's 
Gold Jubilee Medal. 
The Company has requested a halt in the trading of the Company's shares until 
the Qualifying Transaction is completed. 
The Company will provide further details in respect of the Qualifying 
Transaction, in due course by way of press release. 
All information contained in this news release with respect to Black Birch and 
Daymak was supplied by the parties respectively, for inclusion herein, and 
each party and its directors and officers have relied on the other party for 
any information concerning the other party. 
Completion of the Qualifying Transaction is subject to a number of conditions 
including, but not limited to, Exchange acceptance and if applicable pursuant 
to Exchange 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. 
Investors are cautioned that, except as disclosed in the management 
information circular or filing statement to be prepared in connection with the 
Qualifying Transaction, any information released or received with respect to 
the Qualifying Transaction may not be accurate or complete and should not be 
relied upon. Trading in the securities of a capital pool company should be 
considered highly speculative. 
Neither the TSX Venture nor its Regulation Services Provider (as that term is 
defined in the policies of the TSX Venture) has in any way passed upon the 
merits of the proposed transaction and has neither approved nor disapproved of 
the contents of this release. 
This press release does not constitute and the subject matter hereof is not, 
an offer for sale or a solicitation of an offer to buy, in the United States 
or to any "U.S Person" (as such term is defined in Regulation S under the U.S. 
Securities Act of 1933, as amended (the "1933 Act")) of any equity or other 
securities of the Company. The securities of the Resulting Issuer to be issued 
in connection with the QT Financing have not been registered under the 1933 
Act and may not be offered or sold in the United States (or to a U.S. Person) 
absent registration under the 1933 Act or an applicable exemption from the 
registration requirements of the 1933 Act. 
regarding the Qualifying Transaction, please contact: 
Black Birch Capital Acquisition III Corp. 
Paul Haber, Chief Executive Officer, Chief Financial Officer and  Corporate 
Telephone: 416-318-6501 Facsimile: 416-915-4265 
Daymak Inc. 
Aldo Baiocchi, Vice President 
Telephone: 416-658-3993 ext. 201 Facsimile: 416-749-3424 
SOURCE: Black Birch Capital Acquisition III Corp. 
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CO: Black Birch Capital Acquisition III Corp.
ST: Ontario
-0- Aug/08/2013 19:48 GMT
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