Carlaw Capital II Corp. Announces Completion of Qualifying Transaction With TrueContext Corporation
13 8월 2009 - 7:27AM
Marketwired
Carlaw Capital II Corp. ("Carlaw" or the "Corporation") (TSX
VENTURE: CAW.P) is pleased to announce today that, subject to final
approval of the TSX Venture Exchange (the "Exchange"), it has
completed its previously announced acquisition of all of the issued
securities of TrueContext Corporation ("TrueContext") by way of an
amalgamation (the "Amalgamation") of TrueContext with 7180811
Canada Inc., a wholly-owned subsidiary of Carlaw. The Amalgamation
constitutes Carlaw's qualifying transaction (the "Qualifying
Transaction") pursuant to the policies of the Exchange.
Pursuant to the Amalgamation, Carlaw issued one common share in
the capital of Carlaw (the "Carlaw Common Shares") for each
outstanding common share in the capital of TrueContext (the
"TrueContext Common Shares"). In addition, warrants to purchase up
to an aggregate of 4,504,703 TrueContext Common Shares outstanding
immediately prior to the Amalgamation are now exercisable to
purchase an equivalent number of Carlaw Common Shares in lieu
thereof on economically equivalent terms and conditions, and
options to purchase up to an aggregate of 2,324,984 Carlaw Common
Shares were granted to certain directors, officers, employees and
consultants at an exercise price of $0.15 per share, which shall
expire on August 11, 2014.
As a result of the completion of the Qualifying Transaction, an
aggregate of 32,539,683 Carlaw Common Shares are issued and
outstanding, of which 26,939,683 Carlaw Common Shares were issued
to holders of TrueContext Common Shares. Assuming that all of the
outstanding options and warrants are exercised, 40,045,770 Carlaw
Common Shares will be issued and outstanding on a fully diluted
basis.
Pursuant to the terms of an escrow agreement dated August 11,
2009 among Carlaw, Equity Transfer & Trust Company and certain
escrow securityholders, an aggregate of 23,349,393 Carlaw Common
Shares have been placed in escrow, whereby 10% of such shares will
be released immediately upon the issuance of 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.
On August 11, 2009, Carlaw also filed articles of amendment
changing its name to "TrueContext Mobile Solutions
Corporation".
The board of directors of Carlaw now consists of Amar Bhalla,
Peter Charbonneau, Terence Matthews, Jon Shantz and Ravi Sood.
Alvaro Pombo has replaced Amar Bhalla as Chief Executive Officer
and David Greenwood has replaced Robert Campbell as Chief Financial
Officer.
A filing statement dated July 23, 2009 prepared in accordance
with the requirements of the Exchange in connection with the
Qualifying Transaction has been filed with the Exchange and
applicable Canadian securities regulators on SEDAR and is available
at www.sedar.com.
Carlaw anticipates that its common shares will commence trading
on the Exchange under its new name and trading symbol "TMN" shortly
following receipt of final approval from the Exchange.
Amar Bhalla, former Chairman and Chief Executive Officer of
Carlaw, said, "We are extremely excited to partner with the
world-class TrueContext team operating in the fastest growing space
in the information technology sector. We believe this presents an
excellent opportunity for our shareholders."
ABOUT TRUECONTEXT CORPORATION
Established in 2001, TrueContext is a pioneer in the creation
and utilization of easy to use mobile data collection applications.
Their flagship product, Pronto Forms (www.prontoforms.com)
simplifies field data capture and extends the most powerful
business applications to nearly any mobile device. This
award-winning, patent-pending technology allows non-technical
customers to securely build, manage and deploy a wide variety of
forms for mobile workforce management. For questions or additional
information, please contact TrueContext at sales@truecontext.com or
at +1.877.333.9779.
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.
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.
Contacts: Carlaw Capital II Corp. Amar Bhalla Director
416.915.8127 abhalla@hbinvest.com TrueContext Corporation Alvaro
Pombo Chief Executive Officer 613.599.8288 ext. 1111
apombo@truecontext.com
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