Investel Capital Corp, Teliphone Corp, TNW and Affiliates Announce that they have entered into a Binding Settlement Agreement...
January 17 2019 - 9:30AM
InvestorsHub NewsWire
Investel
Capital Corp, Teliphone Corp, TNW and Affiliates Announce that they
have entered into a Binding Settlement Agreement with Bond
Capital
Montreal, QC -- January 17,
2019 -- InvestorsHub NewsWire -- Montreal-based Investel Capital
Corp (Canada) (“Investel”) announced today that on January 13,
2019, Investel along with Teliphone Corp, TNW and a number of
affiliates, entered into a binding settlement agreement
(“Settlement”) with Bond Mezzanine Fund III Limited Partnership and
Bond Capital Fund V Limited Partnership (“Bond Capital”). All
aspects of the Settlement are expected to close before the end of
the month. The terms and conditions of the Settlement are
confidential and the Settlement ends more than 2 years of legal
disputes between the parties.
The Settlement paves the way
for Investel, Teliphone Corp and TNW to launch actions to
expeditiously recuperate certain telecom assets which have been at
the center of a dispute under a Companies’ Creditors Arrangement
Act process (“CCAA Process”) related to 8640025 Canada Inc.
(Petitioner). This includes: assets that were purportedly sold and
vested under the CCAA Process but which Investel contends were not
owned by the CCAA Petitioners and so should never have been
included in the CCAA Process, assets which have not properly been
paid for as per the associated Sale and Vesting Order and therefore
need to be returned to the Petitioners or their proper owners, and
assets for which ownership is still disputed. Should Investel,
Teliphone Corp and TNW be successful in final recovery of the
assets, the parties will be free to complete a transaction to
transfer these assets to United American Corp (“UnitedCorp”)
(OTC: UAMA) and these assets will
form part of UnitedCorp’s future wireless operation under a
previously announced agreement to acquire TNW Wireless Inc. (TNW
Wireless).
Investel will also begin the
process of assessing the level of damages it incurred during the
CCAA Process that it alleges would have been caused by Ernst &
Young. Investel believes Ernst & Young acted inappropriately
by accepting the role of the Court-appointed Monitor while at
the same time acting as a Commercial Financial Advisor to Investel
(and its ownership) as owner of the Petitioner, all while
essentially being funded by one of the creditors. Investel
believes that this multiple role compromised Ernst & Young’s
independence as the Monitor and that Ernst & Young used its
power granted as the Monitor to skew the CCAA Process in a specific
direction to its own benefit and to the detriment of Investel and
its affiliates. Since August 2017 the two actions in this matter
initiated by Investel and its affiliates, which went to the British
Columbia Court of Appeal, and both were decided unanimously in
favor of Investel and its affiliates and against Ernst &
Young.
While TNW Wireless (formerly
known as RuralCom Corp) is external and independent to this CCAA
Process, both Bell Mobility Inc (“Bell”) and Telus Corporation
(“Telus”) cited the unrelated process in partial defense of their
decision not to enter into the mandated wireless national roaming
agreements, which wireless operation was to be part of a plan of
reorganization of 8640025 Canada Inc. Last month the cellular
mobile licensed spectrum transfer to TNW Wireless was approved by
Innovation, Science and Economic Development Canada (ISED) and the
company is currently awaiting a decision from the Canadian
Radio-television and Telecommunications Commission (CRTC) regarding
relief it seeks against Bell and Telus to provide TNW Wireless with
mandated wireless roaming agreements as well a decision related to
the use of its iPCS communications technology. The CRTC Part
1 Application is based on Bell and Telus’ refusal to date to
provide TNW Wireless with roaming agreements as mandated by CRTC
Decision 2015-177.
“We are very pleased with this
amicable out-of-court settlement with Bond Capital, which helps to
support our position with respect to ownership of certain telecom
assets in the CCAA process and removes any challenge to our
intellectual property. The agreement allows us to move forward
undistracted with the development of our business and the various
transactions that have already been announced,” stated Benoit
Laliberté, President of Investel Capital Corp Canada and CEO of
UnitedCorp.
About Investel Capital
Corporation (Canada)
Investel Capital Corporation is
an investment fund specializing in the acquisition of
telecommunications companies and development of new technologies.
It focuses on investing in the development of new technologies with
its own R&D resource group and currently has a portfolio of
patents filed worldwide.
About TNW Wireless
Inc.
TNW Wireless is a licensed
wireless operator for wholesale and retail services in Canada and
is a wholly-owned subsidiary of Investel Capital Corporation
Canada. The company currently holds 25MHz bandwidth tier-2 850 MHz
licences and is a registered wireless carrier. It provides global
communication services to the Northwest region of Canada as well as
global communication services through its proprietary iPCS
Smartphone-over-IP technology.
About
iPCS
iPCS is an international
patent-pending IP-only mobile technology licensed by Investel
Capital Corporation to TNW Wireless and is one of the cornerstones
for a new mobile telecommunications paradigm. Fueled only by
data while providing full featured voice and messaging services, it
is fully cloud-based with a thin client interface which provides
enhanced security and advanced mobile
features.
iPCS is a login-based vs
IMSI-based technology for access to mobile services, meaning phones
can have multiple users and profiles – and users can access their
iPCS profile from any iPCS-enabled phone. Data usage is tied to the
active iPCS user profile and not to the device or SIM card, and
there is a seamless handover to/from Wi-Fi and 3G/4G/LTE for voice
calls.
When connecting to any Wi-Fi in
any location, the unique iPCS Wi-Node function automatically
deregisters and detaches a subscriber’s device from any Visited
Public Mobile Network (VPMN) roaming partner and then backhauls all
GSM-based services to TNW’s Home Public Mobile Network (HPMN) cloud
spectrum and core network. The deregistration process means that
subscribers are never roaming while on Wi-Fi as no third party
licensed spectrum is used and only TNW’s licensed spectrums are
used remotely on TNW’s HPMN while users are on Wi-Fi anywhere in
the world– this has the added advantage of increasing the battery
life on many phones since cell radios are automatically deactivated
and therefore will not consume additional radio
power.
About United
American Corp
Established in 1992, United
American Corp is a Florida-based development and management company
focusing on telecommunications and information technologies. The
company currently holds the rights to manage a portfolio of patents
and proprietary technology in telecommunications, social media and
Blockchain technology, and owns and operates the BlockchainDomes
which are designed to provide heat for agricultural operations
using computer equipment in naturally cooled data centers where
efficiency and low-cost operations are a
priority.
This news release contains
forward-looking statements that are subject to various risks and
uncertainties. The Company’s actual results could differ materially
from those anticipated in such forward-looking statements as a
result of numerous factors that may be beyond the Company’s
control. Forward-looking statements are based on the expectations
and opinions of the Company’s management on the date the statements
are made, and the Company assumes no obligation to update
forward-looking statements should circumstances in management’s
expectations or opinions change.
Source:
Investel Capital
Corp
Teliphone
Corp
TNW Networks
Corp
Contact:
Investor
Relations
investorrelations@investel.com
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