HENDERSON, Nev. -- (BUSINESS WIRE) -- Trailblazer Resources, Inc. (OTCQB:TBLZ) announced today that the agreement it had entered into on September 9, 2013 to acquire the assets of Solus Industries, LLC, a Minnesota Limited Liability Company (“Solus”) had been approved by Solus’ members and thus is now effective. Under the terms of the agreement, Trailblazer Resources, Inc. (‘Trailblazer”) will purchase the assets of Solus, including all intellectual property assets known as Solus Intel. Trailblazer would not assume any of Solus’ liabilities under the agreement, including any responsibility for any future litigation.
Under the September 9th agreement, Trailblazer would issue to Solus a total of 20,000,000 shares of newly-issued common stock, representing 41.4% of Trailblazer’s then-outstanding shares. These shares will not have been registered under the Securities Act of 1933. Solus management and founding shareholders would have an additional restriction that prohibits registration of the shares until the resulting company is both a fully reporting company listed on the NASDAQ Capital Markets exchange and is EBITDA-positive. The agreement anticipates that Trailblazer will change its name to Solus Corporation at or shortly after the closing of the asset acquisition transaction.
The agreement further caps management compensation and sales commissions at existing levels until Solus Corporation achieves positive cash flow.
Trailblazer has entered into this asset acquisition based on Solus’ representations that it is a privately-held company organized under the laws of the State of Minnesota with a ten-year operating history, and that it has developed and deployed a proven business model that leverages Solus’ proprietary 35-million datapoint database of system performance intelligence on commercial roofing, heating/ventilation/air-conditioning (“HVAC”) and refrigeration systems to deliver to commercial customers a guaranteed minimum 10% reduction in facilities maintenance spend relative to these systems.
Solus represents that its business model represents a virtual roll-up of the facilities maintenance industry, with service providers across the country joining the Solus network (following certification) and paying substantial recurring subscription fees for access to SOLUS’ growing intelligence database, proprietary analytic models and facilities maintenance programs. SOLUS represents that its model is designed to reduce customer risk associated with poor system repair diagnostics and logistical inefficiencies, allowing Solus to pre-identify the optimal solution and deliver to the customer’s site the right service provider with the right parts and the right know-how in a timely fashion. SOLUS further represents that it can exercise real-time oversight of the work of Solus’ services providers and share that oversight with full transparency to the customer.
Solus represents that its business model provides a significant Software-As-A-Service (“SaaS”) -like character to the SOLUS’ financial performance, enhancing its desirability to TBLZ shareholders.
Solus further represents that it has held operational contracts with a number of customers, including Albertson’s, Home Depot, Target Stores and FedEx, among others, and that it has operational contracts as well as contingent and potential contracts and relationships sufficient to fund current annual operating expenses. Solus also represents that Solus requires additional capital in order to deliver full value to its members as well as recruit and retain public-company management expertise.
Trailblazer has agreed to provide, by September 19, 2013, $190,000 of preliminary bridge capital to SOLUS, and advance to Axis Solutions, LLC additional funding to start the development of the next generation of the Solus Intel platform. Trailblazer is to provide a second tranche of $250,000 of bridge capital within ten days following the closing of the asset acquisition. The first $190,000 bridge loan will be secured by the intellectual property owned by SOLUS.
The agreement is also contingent on the satisfactory completion of due diligence by Trailblazer. The agreement provides for completion of due diligence by September 27, 2013 and closing of the asset acquisition on or before November 15, 2013.
Sam Fairchild, Trailblazer’s CEO noted that “our preliminary due diligence indicates that Solus’ business model may be unique, and that Solus’ eight-year head start in developing the database necessary to drive the model forward may provide substantial competitive advantages. We look forward to completing our due diligence and, if favorable, moving Solus’ Facilities Intel business forward in order to build shareholder value.”
Trailblazer Resources is a Nevada Corporation with no current business operations. Trailblazer is seeking a private company as a possible reverse acquisition target in order to generate value for the Company’s shareholders. For information please contact Sam Fairchild at: 800-815-8069.
Certain statements found in this press release may constitute forward-looking statements. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. Such statements are generally identifiable by the terminology used, such as “anticipate,” “believe,” “intend,” ”expect,” “plan,” or other similar words. Our forward-looking statements in this release generally relate to our expectations and beliefs with respect to our growth and expansion activities and plans. Although it is not possible to foresee all of the factors that may cause actual results to differ from our forward-looking statements, such factors include, among others, the following: (i) unforeseen delays, costs or liabilities associated with our growth and expansion plans; (ii) fluctuations in general economic conditions; and (iii) those risks described from time to time in our reports to the Securities and Exchange Commission. Investors should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or potentially inaccurate assumptions that could cause our current expectations or beliefs to change. Shareholders and other readers should not place undue reliance on “forward-looking statements” as such statements speak only as of the date of this release. We undertake no obligation to update publicly or revise any forward-looking statements, other than as required by law.