Cell-Loc Location Technologies Inc. Announces Reorganization Transaction and Non-Dilutive Financing to Net $900,000
05 October 2011 - 4:00PM
Marketwired
Cell-Loc Location Technologies Inc. (TSX VENTURE:XCT) ("Cell-Loc"),
is pleased to announce that it has entered into an arrangement
agreement (the "Agreement") with an arm's length private company
pursuant to which Cell-Loc will complete a reorganization
transaction that is anticipated to net Cell-Loc approximately
$900,000 in non-dilutive financing (the "Proposed
Transaction").
The Proposed Transaction involves a corporate restructuring of
Cell-Loc, which will be completed pursuant to a court approved Plan
of Arrangement. Cell-Loc will transfer all of its assets and
liabilities to a new company to be incorporated under and governed
by the Business Corporations Act (Alberta) ("New Cell-Loc") and, as
a result, will no longer have access to the tax attributes of the
old Cell-Loc. New Cell-Loc will conduct exactly the same business
formerly conducted by Cell-Loc. New Cell-Loc will use the new
financing to continue technology development initiatives, to
partially repay debenture liabilities, and for general working
capital purposes.
As part of the Plan of Arrangement that will implement the
Proposed Transaction, current holders of Cell-Loc common shares
will receive common shares of New Cell-Loc on a pro rata basis
consistent with their relative percentage holdings of common shares
of Cell-Loc immediately prior to giving effect to the Proposed
Transaction.
The Proposed Transaction is subject to various commercial
conditions including the receipt of required regulatory approvals,
which include the approval of the TSX Venture Exchange (the
"Exchange") to the listing of the New Cell-Loc common shares on the
Exchange in lieu of the current common shares of Cell-Loc. The
Proposed Transaction is also subject to the approval of the court
and of 66.67% of the votes cast by shareholders of Cell-Loc at the
shareholder meeting which will be called to approve the Proposed
Transaction. An information circular containing a full description
of the Proposed Transaction is expected to be mailed to the holders
of common shares of Cell-Loc in early November, 2011 with the
meeting expected to be held in late November, 2011. The closing of
the Proposed Transaction is expected to occur in late November,
2011.
Complete details of the terms of the Plan of Arrangement that
will implement the Proposed Transaction are set out in the
Arrangement Agreement that will be filed by Cell-Loc on SEDAR at
www.sedar.com.
About Cell-Loc
Cell-Loc is an intellectual property company that has a
proprietary technology designed for deployment of wireless data
transmission and location based services. The Company has installed
a commercial network in Sao Paulo, Brazil where its technology is
being deployed for stolen vehicle recovery services within that
network. Cell-Loc is currently in the engineering design and
development phase whereby its technology will be deployed for
telemetry markets that can be serviced by an existing network or
customized as a stand-alone low cost line of sight network
application.
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Forward Looking Information
This press release contains certain forward-looking statements
and forward-looking information ("forward-looking information")
within the meaning of applicable Canadian securities laws.
Forward-looking information is often, but not always, identified by
the use of words such as "anticipate", "believe", "plan", "intend",
"objective", "continuous", "ongoing", "estimate", "expect", "may",
"will", "project", "should" or similar words suggesting future
outcomes. In particular, this press release includes
forward-looking information relating to the anticipated completion
of the Proposed Transaction. Cell-Loc believes the expectations
reflected in such forward-looking information are reasonable but no
assurance can be given that these expectations will prove to be
correct and such forward-looking information should not be unduly
relied upon.
Forward-looking information is based on various assumptions.
Those assumptions are based on information currently available to
Cell-Loc. Forward-looking information is not a guarantee of future
performance and involves a number of risks and uncertainties some
of which are described herein. Such forward-looking information
necessarily involves known and unknown risks and uncertainties,
which may cause actual events or results in future periods to
differ materially from any projections of future performance or
results expressed or implied by such forward-looking information.
Any forward-looking information is made as of the date hereof and,
except as required by law, Cell-Loc assumes no obligation to
publicly update or revise such information to reflect new
information, subsequent or otherwise.
Neither 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: Cell-Loc Location Technologies Inc. Keith Bohn CEO
403.569.5700
Cell-Loc Location Technologies Inc. (TSXV:XCT)
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