Datacom Wireless Corporation

Datacom Wireless Corporation
BSM Technologies Inc.

BSM Technologies Inc.

September 28, 2009 11:58 ET

BSM Technologies Inc. and Datacom Wireless Corporation Complete a Business Combination to Create a Major Player in the Canadian Telematic Market

WOODBRIDGE, ONTARIO, CANADA and LAVAL, QUEBEC, CANADA--(Marketwire - Sept. 28, 2009) - BSM Technologies Inc. ("BSM") (TSX VENTURE:GPS) and Datacom Wireless Corporation ("Datacom") (TSX VENTURE:DAT) are pleased to announce that they have now completed their previously announced business combination (the "Business Combination").

Before closing of the Business Combination, 27,951,221 common shares of Datacom (the "Datacom Shares") were issued and outstanding and 1,068,791 Datacom Shares were issuable upon exercise of outstanding stock options of Datacom (the "Datacom Options"). For BSM, before closing of the Business Combination, 85,907,730 common shares of BSM (the "BSM Common Shares") were issued and outstanding (including 547,900 in escrow subject to BSM's performance), 6,175,000 BSM Common Shares were issuable upon the exercise of outstanding stock options of BSM (the "BSM Options"), 57,309,522 BSM Common Shares were issuable upon the exercise of outstanding common share purchase warrants of BSM (the "BSM Warrants") and 56,309,522 BSM Common Shares were issuable upon the conversion of outstanding convertible debentures of BSM (the "BSM Debentures").

Immediately prior to the completion of the Business Combination, $1.75 million of the BSM Debentures, out of a total of $3.45 million in principal value, and 29,166,666 BSM Warrants held by certain holders, were purchased by some other existing debenture holders and other new investors. BSM has also created one series of convertible preferred shares (the "BSM Preferred Shares"), exchanged its outstanding BSM Debentures into the BSM Preferred Shares and exchanged its outstanding BSM Warrants into BSM Common Shares (the "BSM Pre Merger Reorganization").

As a result of the BSM Pre Merger Reorganization, 108,928,691 BSM Common Shares and 65,755,556 BSM Preferred Shares were issued and outstanding and 6,175,000 BSM Options were outstanding.

On closing of the Business Combination, Datacom amalgamated with a wholly-owned subsidiary of BSM. Each Datacom Share was exchanged for approximately 4.2421 BSM Common Shares such that the former holders of BSM Common Shares, BSM Preferred Shares and BSM Options now own 59.5% (180,859,247 out of 303,965,120) of all securities of BSM outstanding, on a fully diluted basis, and the former holders of Datacom Shares and Datacom Options own 40.5% (123,105,873 out of 303,965,120) of all securities of BSM outstanding, on a fully diluted basis. BSM will continue to be listed on the TSX Venture Exchange (the "TSX-V").

All BSM Options remained outstanding in accordance with their terms. Each Datacom Option was replaced with approximately 4.2421 BSM Options, the exercise price being the original exercise price divided by approximately 4.2421.

The TSX-V has conditionally accepted the Business Combination, including the listing of the BSM Shares issuable thereunder, subject to the satisfaction of all of the requirements of the TSX-V, and trading on the TSX-V of the Datacom Shares will cease.

The board of directors of BSM is now comprised of nine directors, five of which are nominees of BSM, the others being nominees of Datacom.

Except for historical information contained herein, certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on BSM's or Datacom's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially.

Neither 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.

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