Vancouver, British Columbia, September 8, 2015 – Torino Ventures Inc. (the “Company”), is pleased to announce that the Company and Smart Autonomous Solutions Inc. (“SAS”) have entered into an Amalgamation Agreement dated as of September 3, 2015. The Agreement is structured as a three-cornered amalgamation whereby SAS will amalgamate with a wholly-owned subsidiary of Torino (Torino Acquisition Corp), with the resulting amalgamated entity becoming a wholly-owned subsidiary of Torino. The Amalgamation Agreement is subject to, among other things, closing of a $200,000 financing and SAS shareholder approval. Following the completion of the Amalgamation Agreement all of the securityholders of SAS will become securityholders of Torino. The new Amalgamated entity will be known as Torino Power Solutions Inc.
SAS, is a Canadian company that has developed a patented Dynamic Thermal Circuit Rating (DTCR) technology that increases the capacity of congested high voltage transmission lines of electric utilities by providing real-time wireless monitoring of stress and temperature. The technology has market opportunities and applications for oil pipelines, dams, bridges and other major infrastructure assets. The SAS technology is supported by five patents. Further details on SAS and its technology can be found at http://www.sasincor.com.
The Company intends to raise $200,000 via a non-brokered financing at $0.10 cents per unit. Each Unit consists of one common share and one-half of one non-transferable common share purchase warrant exercisable at $0.20 cents per common share for a period of 18 months from the date of closing. Finders’ fees may be payable in connection with the private placement. The size of the financing may be increased at the discretion of the Company.
We seek Safe Harbor.
On behalf of the Board of Directors
CEO and Director
Torino Ventures Inc.