Chrysalis Capital VI Corporation completes qualifying transaction with Exclamation Investments Corporation; Shares to commence t
July 16 2010 - 2:45PM
PR Newswire (Canada)
TORONTO, July 16 /CNW/ -- TSX Venture Exchange Symbol: CPC.P
TORONTO, July 16 /CNW/ - Chrysalis Capital VI Corporation (the
"Corporation" or "Chrysalis") is pleased to announce that it has
completed its previously announced qualifying transaction (the
"Qualifying Transaction") with Exclamation Investments Corporation
("Exclamation"). The Qualifying Transaction received unanimous
approval of the majority of the minority of shareholders of
Chrysalis who voted at the annual and special meeting of the
shareholders held on July 12, 2010 and was subsequently completed
on July 14, 2010. A copy of the information circular relating to
the Qualifying Transaction is available on SEDAR at www.sedar.com.
"We're very pleased with the unanimous response received from our
shareholders," commented Robert Munro, President of Chrysalis.
"Finding a transaction that we felt provided value to our
shareholders and was financeable in these volatile markets took a
long time and we now look forward to turning our attention to
closing Chrysalis VII's qualifying transaction and the IPO of
Chrysalis VIII in the coming months." Immediately prior to the
completion of the Qualifying Transaction, Exclamation closed a
private placement (the "Exclamation Financing") of an aggregate of
15,015,160 common shares (the "Exclamation Common Shares") for
aggregate gross proceeds of approximately $750,000. The net
proceeds of the private placement are intended to be used primarily
for investment purposes. The 15,015,160 Exclamation Common Shares
were subsequently exchanged for 5,005,054 common shares in the
capital of Chrysalis (the "Common Shares") in connection with the
Qualifying Transaction. "During the going-public process we
successfully raised capital from 65 new shareholders," commented
Marc Lavine, Chairman of Exclamation. "This is a great vote of
confidence in Exclamation's business plan." "Completing this
transaction is an important first step for Exclamation," stated
Daniel Shields, Chief Financial Officer of Exclamation. "Now, as a
publicly listed company, the foundation has been established to
allow us to execute on our strategy." Pursuant to the terms of the
Qualifying Transaction, the holders of the outstanding Exclamation
Common Shares have exchanged such shares for Common Shares on a one
Common Share for every three Exclamation Common Shares basis and
the holder of the one founder convertible share of Exclamation
exchanged such share for one founder convertible share of Chrysalis
(the "Founder Convertible Share"). Chrysalis also filed articles of
amendment to change its name to "Exclamation Investments
Corporation" and to create the Founder Convertible Share. The
Founder Convertible Share is convertible, at any time at the option
of the holder and without additional consideration, into Common
Shares such that after conversion, the holder of the Founder
Convertible Share will receive 4,912,656 Common Shares, being such
number of Common Shares as if it held 15% of the issued and
outstanding Common Shares calculated immediately after the
completion of the Qualifying Transaction. The Founder Convertible
Share is non-voting except as required by law. Subject to the prior
rights of any class of shares ranking in priority to the Founder
Convertible Share and the Common Shares, the holder of the Founder
Convertible Share shall be entitled to receive dividends on an
as-converted basis if and when declared by the board of directors
of the Corporation on the Common Shares. The Founder Convertible
Share does not entitle the holder thereof to any preference over
holders of other classes of shares of the Corporation with respect
to the payment of dividends. As a result of the completion of the
Qualifying Transaction, the Corporation currently has 27,838,387
Common Shares issued and outstanding (35,659,882 Common Shares on a
fully-diluted basis), consisting of 15,338,387 Common Shares issued
to holders of Exclamation Common Shares and 12,500,000 Common
Shares currently held by shareholders of the Corporation. Pursuant
to the terms of an escrow agreement (the "Escrow Agreement") dated
July 14, 2010 among the Corporation, Equity Transfer & Trust
Company and certain escrowed securityholders, an aggregate of
12,541,668 Common Shares have been placed in escrow, whereby 10% of
such shares will be released immediately upon the issuance of the
TSX Venture Exchange (the "Exchange") bulletin evidencing final
acceptance of the Qualifying Transaction and the balance of such
shares will be released in equal tranches of 15% every six months
thereafter. In addition, options to purchase an aggregate of
1,533,840 Common Shares and the Founder Convertible Share are
subject to the terms of the Escrow Agreement, whereby 15% of any
shares issuable upon the exercise of such options or conversion of
the Founder Convertible Share will be released every six months in
accordance with the same release schedule. The board of directors
now consists of Marc Lavine, Daniel Shields, Robert Munro, Jim
Kranias and Michael Wolfe. Marc Lavine is the Chairman and Chief
Executive Officer and Daniel Shields is the Chief Financial Officer
and Corporate Secretary. The Corporation is no longer considered a
Capital Pool Company and trading of the Common Shares is scheduled
to resume on the Exchange on Tuesday, July 20, 2010 under the name
"Exclamation Investments Corporation" and trading symbol "XI".
Union Securities Ltd. acted as sponsor in connection with the
Qualifying Transaction. For more information concerning
Exclamation, please visit www.exclamationinvestments.com. ABOUT
EXCLAMATION INVESTMENTS CORPORATION Exclamation provides the
opportunity for shareholders to co-invest with Marc Lavine, who has
been investing and creating businesses under the Exclamation brand
since his first venture as one of the co-founders of Cyberplex Inc.
in 1996. Exclamation's investment approach will seek to leverage
the investing and business creation expertise of Mr. Lavine to
identify and invest in opportunities where active involvement
creates a situation for enhanced shareholder value. Exclamation
will seek to create value by investing in companies at dichotomous
stages of their lifecycle; be it during the initial creation stage
or the managing growth stage, where fundamental changes in strategy
are often required. It is during these stages where Exclamation's
management believes it can have real impact on the company's
development. Exclamation will seek to use this diversified approach
to combine predictable, stable cash flow from more mature
investments with the significant potential returns from start-ups.
Exclamation believes this investment philosophy will distinguish it
amongst its peers and provide unique investment opportunities not
typically available to many investors. The TSXV has in no way
passed upon the merits of the Qualifying Transaction and has
neither approved nor disapproved the contents of this press
release. Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute
forward-looking information. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. The Corporation assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to the Corporation. Additional information identifying
risks and uncertainties is contained in the Corporation's filings
with the Canadian securities regulators, which filings are
available at www.sedar.com. %SEDAR: 00026639E Exclamation
Investments Corporation: Marc Lavine, Chief Executive Officer,
Daniel Shields, Chief Financial Officer, t: 1 (888) 838-1666, e:
info@exclamationinvestments.com, w: www.exclamationinvestments.com
Copyright
Column Capital (TSXV:CPC.P)
Historical Stock Chart
From Nov 2024 to Dec 2024
Column Capital (TSXV:CPC.P)
Historical Stock Chart
From Dec 2023 to Dec 2024