XCT Cell-Loc Location Technologies Inc.

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.

Cell-Loc Location Technologies Inc. (TSXV:XCT)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024

Cell-Loc Location Technologies Inc. (TSXV:XCT)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024