Cell-Loc Location Technologies Inc. and Times Three Wireless Inc. Announce Completion of Arrangement and Receipt of $900,000 ...
November 30 2011 - 6:28PM
Marketwired
Cell-Loc Location Technologies Inc. ("Cell-Loc") (TSX VENTURE:XCT)
and Time Three Wireless Inc. ("Times Three") are pleased to
announce that effective November 30, 2011 the parties have
completed a reorganization transaction pursuant to a court-approved
plan of arrangement (the "Arrangement") carried out under the
provisions of the Business Corporations Act (Alberta) (the "ABCA")
involving, among others, Cell-Loc, an arm's length private company
("Privateco") and the shareholders of Cell-Loc ("Shareholders").
The Arrangement was approved by the Shareholders at an annual and
special meeting (the "Meeting") held on November 30, 2011. The
final order of the Court of Queen's Bench of Alberta approving the
Arrangement was issued on November 30, 2011.
Pursuant to the Arrangement and effective November 30, 2011:
1. Cell-Loc transferred all of its technology assets, liabilities and
business to Times Three, being a newly formed ABCA company;
2. The Shareholders received one Times Three common share ("Times Three
Shares") for each Cell-Loc common share ("Cell-Loc Shares") held
immediately prior to giving effect to the Arrangement; and
3. Times Three became a "reporting issuer" in certain jurisdictions of
Canada.
Upon completion of the Arrangement:
1. The directors of Times Three are: Robert Henschel, Dick Tchairdjian,
Keith Bohn, James Colvin, Jeff Fortin, Ariovaldo Aprikian and Dr. Michel
Fattouche. Messrs. Henschel, Tchairdjian, Bohn, Aprikian and Dr.
Fattouche are former directors of Cell-Loc, having resigned at the
Meeting. Mr. Colvin and Mr. Fortin were not previously directors of
Cell-Loc and have joined the board of directors of Times Three at the
Meeting. Mr. Colvin is a technology lawyer, business entrepreneur and
investment banker, with experience in strategy development and
operational implementation. Mr. Fortin is a senior tax practitioner at
the law firm of Burnet, Duckworth & Palmer LLP and a former tax partner
with a big 4 public accounting firm. Full descriptions of Mr. Colvin and
Mr. Fortin's backgrounds are set forth in the Information Circular
mailed in respect of the Meeting and as filed on www.sedar.com.
2. The senior officers of Times Three are Keith Bohn, President and Chief
Executive Officer and David Guebert, Vice-President, Finance and Chief
Financial Officer. Mr. Bohn and Mr. Guebert were the senior officers of
Cell-Loc immediately prior to completion of the Arrangement.
3. Times Three will continue the business formerly conducted by Cell-Loc,
with the same assets and liabilities that Cell-Loc had immediately prior
to completion of the Arrangement;
4. The Shareholders are now shareholders of Times Three, each holding with
the same number of Times Three Shares as they held in Cell-Loc and
therefor having the same relative percentage shareholdings that they
formerly held in Cell-Loc;
5. Times Three has received a net cash infusion of approximately $900,000
from an arm's-length party in a non-dilutive financing; and
6. Times Three has become a "reporting issuer" in each jurisdiction where
Cell-Loc was a "reporting issuer" prior to completion of the
Arrangement.
Additional information respecting the Arrangement is presented
in Cell-Loc's management information circular dated October 31,
2011 (the "Circular") which is available on Cell-Loc's profile on
SEDAR at www.sedar.com.
Shareholders who hold their Cell-Loc Shares in registered form
should complete and return a letter of transmittal along with their
share certificates to Computershare Investor Services Inc. at the
address(es) set forth in the letter of transmittal in order to
receive certificates representing Times Three Shares. A form of the
letter of transmittal was mailed with the Circular for the annual
special meeting of Shareholders and can be obtained on Cell-Loc's
profile on SEDAR at www.sedar.com. Shareholders whose Cell-Loc
Shares are registered in the name of a broker should contact their
broker for assistance in exchanging their Cell-Loc Shares pursuant
to the terms of the Arrangement.
It is expected that the Times Three Shares will commence trading
on the TSX Venture Exchange ("TSXV") under the trading symbol "TTW"
three to five business days following November 30, 2011 and the
Cell- Loc Shares will be de-listed immediately preceding that time.
Following completion of the Arrangement and the delisting of the
Cell-Loc common shares from the TSXV, it is anticipated that
Cell-Loc will apply to the relevant securities commissions in
Canada to cease to be a reporting issuer.
About Times Three Wireless Inc.
Times Three is an intellectual property company that has a
proprietary technology designed for deployment of wireless data
transmission and location based services. Times Three has installed
a commercial network in Sao Paulo, Brazil where its technology is
being deployed for stolen vehicle recovery services within that
network. Times Three 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.
To receive Cell-Loc Location Technologies or Times Three news,
please subscribe to Marketwire's free news service
(www.marketwire.com).
ADVISORY:
Forward-Looking Statements: Contained in this news release are
forward-looking statements. The reader is cautioned that these
statements represent management's expectations or beliefs
concerning, among other things timing of the delisting of the
Cell-Loc Shares and listing of the Times Three Shares on the TSXV.
Although these assumptions are considered reasonable by Cell-Loc
and Times Three at the time of preparation, they may prove to be
incorrect. Actual events or results may differ materially. The
projections, estimates and beliefs contained in such
forward-looking statements are based on management's opinions and
assumptions at the time the statements were made, and necessarily
involve known and unknown risks and uncertainties which may cause
actual results to differ materially from any projections of future
results expressed or implied by such forward-looking statements,
including those material risks discussed in the Circular, and the
Cell-Loc's MD&A under "Risk Factors". Accordingly, readers are
cautioned that events or circumstances could cause results to
differ materially from those predicted. Neither Cell-Loc nor Times
Three undertakes to update any forward-looking statements contained
in this press release whether as to new information, future events
or otherwise except as required by securities rules and
regulations.
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: Times Three Wireless Inc. Keith Bohn CEO
403.569.5700
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