Quantitative Alpha Trading (AGBTF) Inactive
Filed: 10 Aug 10, 12:00am
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
RTN Stealth Software Inc. (the “Company” or “RTN”)
Suite 200
8338 120th Street
Surrey, BC V3W 2N4
Item 2 Date of Material Change
May 17, 2010
Item 3 News Release
News release dated May 17, 2010 was disseminated on May 17, 2010 via CNW Telbec and the same
day was posted on SEDAR, www.SEDAR.com, and in the issuer disclosure hall of the Canadian National
Stock Exchange, www.cnsx.ca.
Item 4 Summary of Material Change
On May 17, 2010, RTN executed two definitive agreements.
In the first, the Company acquired all of the assets of Market Guidance Systems Inc. (“MGS”) in
exchange for 20,000,000 common shares of the Company, to be issued to the shareholders of MGS in 4
equal tranches at 6, 9, 12 and 15 months. RTN also assumed $2.45 million in liabilities owed by MGS.
This agreement follows on the earlier acquisition, In January, 2010, MGS’ fully supported exclusive and
perpetual license to its Market Navigation, Trade Execution and Market Timing Software (RTN-Stealth).
In the second agreement, the Company purchased the EMC-ALGO Software Suite from ENAJ Mercantile
Corporation (“ENAJ”). Consideration for the ENAJ software suite is 5,000,000 common shares of the
Company; 2,500,000 of these shares are to be issued immediately and escrowed in four equal tranches
at 6, 9,12 and 15 months. The remaining 2,500,000 shares will be escrowed, and issued to ENAJ, in
three equal tranches at 12, 24 and 36 months.
Item 5 Full Description of Material Change
The Company announced on May 17, 2010, that is had executed two definitive agreements subject to
final CNSX approval. In the first case RTN Stealth acquired of all of the assets of Market Guidance
Systems Inc. ("MGS") and in the second case RTN Stealth has purchased the EMC-ALGO Software
Suite from ENAJ Mercantile Corporation ("ENAJ").
RTN Stealth will issue to MGS shareholders 20 million common shares escrowed in four equal tranches
at 6, 9, 12 and 15 months and assume $2.45 million of liabilities owed by MGS. This is following upon the
announcement made on January 19th, 2010 in which RTN Stealth acquired a fully supported exclusive
and perpetual license to the Market Navigation, Trade Execution and Market Timing Software (RTN-
Stealth).
Market Guidance Systems, Inc. (MGS) is a privately held R&D company that has developed RTN-Stealth
software -a unique, direct access trading decision support platform for active traders. This development
has been accomplished by MGS scientists led by Dr. Alex Bogdan who holds a PhD in artificial
intelligence and cybernetics, a master's degree in Power Electronics and a bachelor's degree in
mathematical psychology. Within MGS Dr. Bogdan and his computer scientist team have spent over nine
years developing RTN-Stealth and its fundamental proprietary algorithms. MGS also has developed a
wide variety of proprietary automated trading systems, market indicators, trade execution platforms and
moneymanagement software including a very unique robotic trading station that can support over 1,000
different securities. It should be noted that MGS's order execution interface is among the fastest and most
efficient in the industry.
MGS has been evaluated this year by Lorovest Corp. as having a fair market value of $24 million, net of
the value of the January 19th, 2010 licensing agreement The previously issued 5.25 million special
convertible preferred shares distributed to MGS shareholders as part of the Jan 19th 2010 licensing
agreement remain convertible only upon a $20 million revenue milestone target being reached on the
retail version of RTN Stealth software but the royalty portion of the licensing agreement is being cancelled
as part of the acquisition of MGS's assets.
As to ENAJ Mercantile Corporation, RTN Stealth will issue 5 million common shares to ENAJ. 2.5 million
of which will be issued immediately and escrowed in four equal tranches at 6, 9, 12 and 15 months. The
final 2.5 million common shares will be issued to ENAJ, and escrowed, in three equal tranches at 12, 24
and 36 months. Furthermore, as part of this transaction, Michael Boulter has accepted the position of
President and COO of RTN for a minimum of 3 years. Mr. Boulter will operate out of RTN Stealth's facility
in Mississauga, Ontario which is where MGS has its offices and fully equipped, state of the art, trading
and R&D centre. Mr. Michael Boulter is replacing Mr. Sandeep Poonia on the board of directors of RTN.
Mr Poonia is stepping down to pursue other interests. On behalf of the Company, Mr. LuckyJanda
welcomes Mr. Boulter on board and thanks Mr. Poonia for his past services to the Company.
Michael Boulter, is the founder and chief technology officer of ENAJ Mercantile Corporation. He has been
with ENAJ since it was formed in July of 2008. Previous to that he worked as a quantitative analyst and
institutional salesman in the Canadian investment industry for twenty years.
ENAJ Mercantile Corporation is a privately held proprietary futures trading company incorporated in
Ontario, Canada. Using its own capital, EMC seeks returns based on pricing discrepancies and sudden
marketplace changes that occur on an intra-day basis in the futures markets. The company has
developed trading algorithms that have produced strong results across four different futures markets:
S&P 500 Index, NASDAQ 100 Index, Crude Oil and Gold.
RTN Stealth is very pleased to have been able to reach these agreements consolidating the intellectual
property which will form the base of a company that anticipates very rapid penetration of the "trading
software" market both at the retail and now institutional levels.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
LuckyJanda
Chief Executive Officer
604-685-2542
Item 9 Date of Report
This report is dated June 10, 2010