|By Marketwired .||
|December 2, 2013 03:25 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 12/02/13 -- CRS Electronics Inc. ("CRS" or the "Company"), (TSX VENTURE: LED), a developer and manufacturer of LED lighting products, is pleased to announce closing of a $1 million loan financing from CJL Holding Inc., a corporation related to Mr. Chang Jiang Wu, the Company's Executive Chairman. The loan is evidenced by a non-interest bearing unsecured promissory note repayable on or about December 31, 2013 through the issuance of 5 million common shares of CRS at an issue price of $0.20 per share.
On November 13, 2013, CRS announced a proposed private placement of 15 million shares to CJL Holding Inc. at a price of $0.20 per common share for total aggregate proceeds to the Company of $3 million. As a result of today's loan financing, the remaining portion of the private placement financing will now be for proceeds of $2 million.
CJL Holding Inc., 26 Carat Crescent, Richmond Hill, ON L4S 0B3, currently owns 30,400,548 common shares of CRS, representing approximately 42.56% of the currently issued and outstanding common shares of CRS. Pursuant to the terms of the promissory note, on or about December 31, 2013 CJL Holding Inc. will be issued 5,000,000 common shares of CRS. In addition, CJL Holding Inc. intends to purchase an additional 10,000,000 common shares of CRS at $0.20 per share on or about December 31, 2013. After repayment of the loan and completion of the additional closing, CJL Holding Inc. will own 45,400,548 common shares of CRS, representing approximately 52.55% of the then issued and outstanding common shares of CRS. CJL Holding Inc. will acquire the common shares for investment purposes and it, and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of common shares of CRS or other securities of CRS whether in the open market, by privately negotiated agreement or otherwise.
The purpose of the $1 million loan was to improve CRS's working capital position ahead of the anticipated closing date of the proposed private placement. An early warning report with additional information in respect of the acquisition will be filed on and can be obtained under CRS's profile on SEDAR at www.sedar.com.
Closing of the additional $2 million private placement is subject to satisfaction of customary closing conditions, including receipt of all necessary regulatory approvals, and is expected to occur on or about December 31, 2013. Repayment of the loan through the issuance of shares is also subject to receipt of all necessary regulatory approvals.
About CRS Electronics
CRS Electronics Inc., a Lighting Facts partner, is a leader in the emerging, rapidly-growing market of high efficiency light-emitting-diode ("LED"), or, solid state lighting ("SSL"). The principal activities of CRS include the development, manufacture and sale, primarily in North America, of indoor lighting such as LED replacement lamps, exterior LED warning lights on school buses, child safety systems for school buses and contract manufacturing of LED circuit boards. As an innovator of LED solutions since 1998, CRS Electronics continues to expand its product portfolio and market presence with business partners and customers, and under its own product brands.
Neither the 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.
Statements in this news release regarding the additional private placement closing and the repayment of the loan with shares constitute forward-looking information. Such forward-looking statements are based on a number of material factors and assumptions, including the receipt of all required approvals including the approval of the TSX Venture Exchange and the satisfaction of the other conditions of closing. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including the risk that the proposed private placement may not close or the loan may not be repaid in shares due to failure to obtain regulatory approval or meet other closing conditions to the private placement. Other than as required by law, CRS does not intend, and undertakes no obligation to update any forward-looking information to reflect, among other things, new information or future events.