Courtland Capital Corp.
TSX VENTURE : CTK.P

August 28, 2009 19:31 ET

Courtland Capital Announces Closing Date of Qualifying Transaction, Short Form Offering Document Financing and Filing on SEDAR of an Annual Information Form/Filing Statement

CALGARY, ALBERTA--(Marketwire - Aug. 28, 2009) - Courtland Capital (TSX VENTURE:CTK.P) Announces Closing Date of Qualifying Transaction Scheduled for September 30, 2009, Short Form Offering Document Financing and Filing on SEDAR of an Annual Information Form/Filing Statement.

Filing Statement

Courtland Capital Corp. ("Courtland" or the "Company") is pleased to announce the filing on SEDAR of an annual information form/filing statement dated August 28, 2009 (the "Filing Statement") pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange"). The Filing Statement supersedes and replaces the Company's filing statement dated August 29, 2008 and sets out the specifics of the amended transaction that the Company proposes to have constitute its arm's length "Qualifying Transaction" previously announced on April 18, 2008. Closing of the arm's length Qualifying Transaction is anticipated to occur on September 30, 2009, but may occur at such earlier or later time as the Company may determine.

Share Exchange Agreement

Courtland is also pleased to announce that it has entered into a restated and amended share exchange agreement dated August 28, 2009, between Courtland, ForceLogix, Inc. ("ForceLogix") and each securityholder of ForceLogix (the "Share Exchange Agreement") pursuant to which the parties agreed that Courtland would acquire all of the issued and outstanding shares of ForceLogix in exchange for the issuance by Courtland of 51,000,000 special warrants (the "Special Warrants") at the deemed price of $0.10 per Special Warrant to the securityholders of ForceLogix. Subject to certain constraints, the Share Exchange Agreement provides that each Special Warrant will convert into a common share in the capital of Courtland (the "Common Shares") on a one-for-one basis four months and one day from the date of the closing of the Qualifying Transaction. Upon completion of the transactions contemplated by the Share Exchange Agreement, ForceLogix will be a wholly-owned subsidiary of Courtland.

ForceLogix, Inc.

ForceLogix is a privately held corporation incorporated under the laws of Nevada with its corporate offices located in Libertyville, Illinois. ForceLogix develops and commercializes technologies in the field of sales performance management and process optimization. ForceLogix provides software-as-a-service as well as technical and consulting services to clients to address sale performance management matters in a range of industries; specifically focusing on life sciences/pharmaceutical, high technology and financial services.

Resulting Issuer:

Upon completion of the Qualifying Transaction, the Resulting Issuer will be a British Columbia corporation and ForceLogix will be a wholly-owned subsidiary of the Resulting Issuer. Upon completion of the Qualifying Transaction, the following individuals will be Insiders of the Resulting Issuer:

Patrick Stakenas - President, Chief Executive Officer and Director

Patrick Stakenas is a co-founder, President and Chief Executive Officer of ForceLogix. Mr. Stakenas has served as Senior Vice President at CC Information Services, Vice President at FileNet Inc., and OpenText Corporation. Earlier in his career, Patrick worked for 14 years with Moore Corporation Ltd. as Vice President. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Stakenas will be the President and Chief Executive Officer and a director of the Resulting Issuer.

Stephen Potts - Senior Vice President and Director

Stephen Potts is co-founder and Senior Vice President of Marketing and Business Development of ForceLogix. Between June 2004 and January 2005, Mr. Potts was a sales and marketing consultant with Navona LLC. Mr. Potts was the Vice President Sales and Business Development for Informative Inc. between May 2000 and June 2004. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Potts will be Senior Vice-President and a director of the Resulting Issuer.

William Butrym - Chief Financial Officer

William Butrym has been activity involved with ForceLogix since 2004 as an advisor, investor and treasurer. Mr. Butrym has acted as president of W. Butrym and Associates LLC since April 2004 and was Chief Operating Officer for Black Point Capital Management LLC from August 2003 to December 2004. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Butrym will be the Chief Financial Officer of the Resulting Issuer.

Troy Wing - Chief Technology Officer

Mr. Wing has been responsible for the technology and product direction at ForceLogix since October of 2005. Mr. Wing was Vice President of Software Design and Development for StayinFront, Inc. between June 2003 and September 2005. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Wing will be the Chief Technology Officer of the Resulting Issuer.

Tim Hackett - Vice President, Sales

Mr. Hackett has been the Vice President, Sales of ForceLogix since September 2007. Prior to joining ForceLogix, Mr. Hackett was employed as the Vice President, Business Development at Gryphon Networks Inc. from September 2004 to September 2007. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Hackett will be the Vice President, Sales of the Resulting Issuer.

Gene Maher - Director

Gene Maher has been a director of Courtland since inception and the President, Chief Executive Officer, Chief Financial Officer, and Secretary of the Company since August 23, 2007. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Maher will be a director of the Resulting Issuer.

John Prinz - Director

John Prinz has served as a director of Courtland since inception. Mr. Prinz has been an Investment Banker with Greenview Capital Corp., a U.S. based consulting firm and merchant bank, since August 2007. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Prinz will be a director of the Resulting Issuer.

Richard Grass - Director

Richard Grass has served as a director of Courtland since July 6, 2009. Mr. Grass has been President and CEO of Sound Divide Inc., a privately owned Canadian corporation, since January 2007. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Grass will be a director of the Resulting Issuer.

Financing

As previously announced by the Corporation on May 13, 2009, a financing will be conducted immediately following the Qualifying Transaction. The financing will be completed by way of private placement including, if appropriate, by way of a short form offering document, with Blackmont Capital Inc. acting as exclusive agent (the "Offering"). The minimum size of the Offering is 24,000,000 and a maximum of 30,000,000 units of the Company (the "Units"), at a price of $0.10 per Unit for gross proceeds of a minimum of $2,400,000 and up to a maximum of $3,000,000. Each Unit will consist of one Common Share and three-quarters (3/4) of one transferable Common Share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share for a period of 24 months following the date of the closing of the Offering at a price of $0.20 per share. Courtland anticipates that, subject to necessary approvals, a portion of the private placement will be placed with certain third party Capital Pool Companies.

Blackmont will receive a cash commission of up to ten percent (10%) of the gross proceeds of the sale of Units under the Offering and a corporate finance fee consisting of $30,000 in cash. In addition, Blackmont will receive agent's options (the "Agent's Options") equal to up to ten percent (10%) of the Units sold under the Offering. Each Agent's Option shall be exercisable for one additional Common Share for a period of 24 months from closing at a price of $0.10 per share.

Closing of the Qualifying Transaction is subject to a number of conditions, including, but not limited to (i) obtaining all necessary regulatory approvals, including approval of the Exchange, (ii) the completion of full accounting, business and legal due diligence by Blackmont, (iii) completion of the minimum Offering and (iv) other conditions typical of a transaction of this nature. Where applicable, the Qualifying Transaction cannot close until the required approvals have been obtained.

Immediately following the issuance of the Common Shares as stated above, there will be approximately 86,000,000 Common Shares issued and outstanding assuming the maximum Offering is fully subscribed and approximately 80,000,000 Common Shares issued and outstanding assuming the minimum Offering is subscribed for (each on a partially diluted basis and assuming that the special warrants are converted, but not including the exercise of any Warrants, Agent's Options or any incentive stock options).

Use of Proceeds

It is anticipated that the proceeds of the Offering will be used to enhance and increase ongoing sales and marketing efforts, for research and development, for general and administrative purposes and to pay expenses incurred with respect to the Qualifying Transaction.

Stock Options

Upon completion of the Qualifying Transaction, Courtland has approved the grant of up to 3,180,000 options (the "Options") to persons eligible under the Company's stock option plan at an exercise price of $0.10 per Common Share. The Options will expire on the date that is five years from the date of grant and such Options may contain a vesting schedule in certain cases, as determined by the board of directors.

Copies of the Filing Statement and other documents material to the Company are available on the SEDAR website at www.sedar.com. The Filing Statement is available on the SEDAR website under the title "Annual Information Form".

This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future developments that the Company expects are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include varying sales cycles, customer wins, continued availability of financing and general economic, market or business conditions.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Courtland Capital Corp.
    Mr. Gene Maher, President, Chief Executive Officer,
    Chief Financial Officer, Secretary and Director
    (847) 508-7071
    (866) 274-1782 (FAX)