CD ROM Network Corp.

June 17, 2010 13:18 ET

CD ROM Network Corp. Receives Partial Revocation of Cease Trade Order in Ontario

TORONTO, ONTARIO--(Marketwire - June 17, 2010) - CD ROM Network Corp. ("CD ROM" or the "Company") announces that the Ontario Securities Commission (the "Commission") granted a partial revocation (the "Partial Revocation") of a cease trade order issued by the Commission on October 3, 2003.

The purpose of the Partial Revocation is to permit the Company to effect a brokered or non-brokered private placement (the "Private Placement") of its securities with accredited investors resident in the Province of Ontario to raise gross proceeds of up to $100,000. The proceeds from the Private Placement would be used to prepare and file with the Commission continuous disclosure documents with a view to obtaining a full revocation of the cease trade order, to pay filing fees with the Commission, to pay outstanding fees to the Company's legal, accounting and audit fees, to fund the preparation of the application for the revocation of the cease trade order, to fund the preparation of the Company's annual and special meeting of shareholders and to fund the Company's project investigation costs.

Pursuant to the Private Placement offering, CD ROM is proposing to sell units (the "Units") comprised of one (1) common share of the Company (the "Common Share") and one (1) Common Share purchase warrant (the "Warrants"), for a subscription price equal to $0.05 per Unit. Each Warrant shall entitle the investor to purchase one Common Share within 24 months from the closing date of the Private Placement, at an exercise price of $0.10 per Common Share.

Prior to completion of the Private Placement, each potential investor in the Private Placement will receive:
  1. a copy of the Cease Trade Order;
  1. a copy of the partial revocation order; and
  1. written notice from the Company, and acknowledge that all of the Company's securities, including the securities issued in connection with the Private Placement will remain subject to the cease trade order until it is revoked, and that the granting of the partial revocation does not guarantee the issuance of a full revocation order in the future.

The Partial Revocation will terminate on the earlier of the completion of the private placement and October 8, 2010.

This press release contains "forward-looking". All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained in this press release includes, but may not be limited to, the anticipated amount of gross proceeds to be raised under the Private Placement or the granting of a full revocation of the cease trade order by the Commission.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the Company's inability to attract investors, to complete its continuous disclosure filings or to satisfy the requirements of the Commission with respect to obtaining a full revocation order and the Company's inability to complete the Private Placement prior to the termination of the Partial Revocation, or at all.

Contact Information

  • CD ROM Network Corp.
    Wayne Isaacs
    Chief Executive Officer
    (416) 363 3582