|By Marketwired .||
|September 11, 2013 10:18 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 09/12/13 -- Electric Metals Inc. (TSX VENTURE:EMI) ("Electric Metals") and Moimstone Corporation ("Moimstone") are pleased to announce the completion of the previously announced amalgamation (the "Amalgamation"), by way of a court-approved plan of arrangement (the "Arrangement"), approved by the shareholders of Electric Metals and the shareholders of Moimstone, on December 7, 2012, and December 6, 2012, respectively. The Supreme Court of British Columbia issued a final order approving the Arrangement on December 10, 2012. The corporation resulting from the Amalgamation (the "Company") will continue under the name "Moimstone Corporation".
The Company will be classified as a Tier 1 issuer on the TSX Venture Exchange ("TSXV"). The common shares in the capital of the Company (the "Amalco Shares") are expected to commence trading on the TSXV under the new name "Moimstone Corporation" and the trading symbol "MSE".
"I want to thank our team at Moimstone and our legal and professional advisors for their hard work and perseverance to ensure this transaction got completed despite the tough business environment," said Rob Bakshi, President & Chief Executive Officer of the Company. "Our shareholders have also shown great patience, while our operational teams have continued to keep the business on track. I would also like to thank Mr. C. W. Lee for building the company to this level and I am looking forward to leading Moimstone and its global expansion over the coming years."
Pursuant to the Arrangement, each issued and outstanding common share of Moimstone has been cancelled and exchanged for one Amalco Share, and each issued and outstanding common share of Electric Metals has been cancelled and exchanged for 0.1 Amalco Shares. In addition, holders of issued and outstanding options to purchase common shares of Moimstone (a "Moimstone Option") received one replacement option to purchase one Amalco Share under the Company's stock option plan for each Moimstone Option held, and holders of issued and outstanding options to purchase common shares of Electric Metals (an "Electric Option") received 0.1 replacement options to purchase Amalco Shares under the Company's stock option plan for each Electric Option held. In addition, holders of issued and outstanding common share purchase warrants of Electric Metals (an "Electric Warrant") received 0.1 replacement common share purchase warrants of the Company for each Electric Warrant held. In connection with the Amalgamation, 1,500,000 Amalco Shares will be issued to Navigator Capital Partners Inc. as a finder's fee.
Immediately prior to the completion of the Arrangement, Electric Metals completed a brokered private placement of 45,280,643 units of Electric Metals (the "Units") at a price of $0.035 per Unit for aggregate proceeds of $1,584,822.51 pursuant to the terms of a sponsorship and agency agreement (the "Sponsorship and Agency Agreement") entered into among Electric Metals, Moimstone and PI Financial Corp. (the "Financing"). Each Unit consists of one common share in the capital of Electric Metals (the "Electric Shares"), and one-half share purchase warrant (the "Warrants") entitling the holder to purchase one Electric Share at an exercise price of $0.050 for a period of 18 months from the date of closing of the Financing.
Upon completion of the Arrangement, each Electric Share issued in connection with the Financing was converted into 0.1 Amalco Shares, and each Warrant was converted into a share purchase warrant entitling the holder to purchase the number of Amalco Shares (rounded down to the nearest whole share) equal to 0.1, multiplied by the number of Electric Shares subject to such Warrant, at an exercise price per Amalco Share (rounded up to the nearest whole cent) equal to the exercise price per Electric Share, otherwise purchasable pursuant to such Warrant divided by 0.1.
Pursuant to the Sponsorship and Agency Agreement, Electric Metals has paid PI Financial Corp. (the "Agent") a cash commission equal to 7% of the aggregate proceeds raised under the Financing and a corporate finance fee. The Agent was also issued share purchase warrants equal to 7% of the number of Units sold under the Financing (the "Agent's Warrants"), with each such Agent's Warrants entitling the Agent to purchase one Electric Share at an exercise price of $0.035, for a period of 18 months following closing of the Financing, and converted after completion of the Arrangement into a share purchase warrant entitling the holder to purchase Amalco Shares in accordance with the adjustment terms described above.
The initial board of directors of the Company consists of Chang Woo Lee, Rob Bakshi, Fred Di Blasio, Timothy Howley and David Shaw, who were previously directors of Moimstone, and Tony Ricci, previously a director of Electric Metals.
Pursuant to the policies of the TSXV, the Electric Shares were halted from trading on the TSXV pending receipt and review by the TSXV of acceptable documentation regarding the Arrangement. The Company anticipates trading will resume shortly and that a notice announcing the exact timing of the resumption of trading will be circulated by the regulators following the dissemination of this press release.
About the Company
Moimstone Corporation is a Canadian technology company principally engaged in the design, development, marketing, and sale of communications equipment and software. It has a wholly-owned Korean subsidiary with an eight year history of supplying voice over internet protocol ("VoIP") telephone equipment and other products to major Korean and international telecommunications carriers.
This press release has been prepared by Moimstone Corporation. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation. Forward Looking Information includes, but is not limited to, disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action, the conversion of Warrants into share purchase warrants exercisable for Amalco Shares, the trading symbol of the Company, the approval of the Arrangement by the TSXV, and the listing of the Amalco Shares on the TSXV. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as "plans", "expects" or "does not expect", "is expected", budget", "scheduled", "suggest", "optimize", "estimates", "forecasts", "intends", "anticipates", "potential" or "does not anticipate", believes", "anomalous" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, risks related to the completion of the Arrangement, the terms of the Warrants, the conversion of the Warrants, the approval of the Arrangement by the TSXV, and the listing of the Amalco Shares on the TSXV. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.