Nanotech Sciences Corp. Announces Closing of its Qualifying Transaction
12 December 2009 - 1:30AM
Marketwired
Nanotech Sciences Corp. (the "Company") (TSX VENTURE: NAN.P) is
pleased to announce the closing of its "qualifying transaction" for
purposes of the policies of the TSX Venture Exchange (the
"Exchange"). Under the qualifying transaction, the Company
subscribed for 2,716,875 units (the "Units") of Courtland Capital
Corp. ("Courtland") at a price of $0.10 per Unit or $271,687.50 in
the aggregate (the "Transaction"). Each Unit consists of one common
share in the capital of Courtland (a "Common Share") and three
quarters (3/4) of one common share purchase warrant (a "Warrant")
of Courtland. Each whole Warrant entitles the holder to acquire one
additional Common Share at an exercise price of $0.20 per Common
Share, at any time on or before the close of business on November
30, 2011. The Company's subscription for Units was approved by
majority of minority approval of the shareholders of the Company on
November 26, 2009 at an annual and special meeting of shareholders
(the "Shareholders Meeting"). The Transaction closed on November
30, 2009.
Pursuant to the terms of the qualifying transaction, the Company
will wind-up and dissolve (the "Dissolution") pursuant to Section
237 of the Business Corporations Act (Ontario). Approval of the
Dissolution was obtained at the Shareholders Meeting. In connection
with the Dissolution, the Company will distribute the 2,716,875
Units on a pro-rata basis to the Company's shareholders, with each
shareholder receiving approximately 0.675 of a Unit for each common
share of the Company held as at the record date of December 1,
2009. The Units to be distributed to the shareholders of the
Company are freely tradable except for those Units to be
distributed to current holders of escrowed shares of the Company,
which will be subject to the same escrow provisions as their
current shares of the Company. Following satisfaction of any
remaining liabilities and obligations owed to the creditors of the
Company, the Company will distribute any remaining property of the
Company rateably among the shareholders according to each
shareholders' respective rights and interests in the Company.
The Company's common shares will be voluntarily delisted from
the Exchange at the close of business on December 11, 2009. Upon
filing of the Company's final tax return, receipt of a clearance
certificate from Canada Revenue Agency and the filing of its
articles of dissolution, the Company will be dissolved.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Nanotech Sciences Corp. Scott Walters President &
Chief Executive Officer (416) 369-0456
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