Courtland Capital Corp.
TSX VENTURE : CTK.P

December 01, 2009 16:40 ET

Courtland Capital Announces Completion of Its Qualifying Transaction and Concurrent Private Placement

CALGARY, ALBERTA--(Marketwire - Dec. 1, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Courtland Capital Corp. ("Courtland" or the "Company") (TSX VENTURE:CTK.P) is pleased to announce that its arm's length Qualifying Transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange") closed on November 30, 2009.

Pursuant to the restated and amended share exchange agreement dated August 28, 2009 between Courtland, ForceLogix, Inc. ("ForceLogix") and all of the securityholders of ForceLogix, as amended (the "Share Exchange Agreement"), Courtland has acquired all of the issued and outstanding shares of Forcelogix in exchange for the issuance of 51,000,000 special warrants (the "Special Warrants") at the deemed price of $0.10 per Special Warrant (the "Transaction"). Subject to the terms and conditions of the Share Exchange Agreement, the Special Warrants automatically convert into common shares of the Company on a one for one basis on the date that is four months and a day following the date of issuance, or at such other date as determined by the board of directors. 16,000,000 Special Warrants of non-principals of the Resulting Issuer, were converted by the Company immediately following closing of the Transaction.

The Company has changed its name to Forcelogix Technologies Inc. and its stock ticker symbol to "FLT". Upon receiving final approval of the Transaction from the Exchange, Courtland will be a software-as-a-service provider operating under the name ForceLogix Technologies Inc.

Concurrently with the closing of the Transaction, Richard Dudelzak resigned as a director of the Company and Mr. Maher resigned as an officer of the Company. Messrs. Patrick Stakenas and Stephen Potts were appointed to the board of directors. Patrick Stakenas, William Butrym, Stephen Potts, Troy Wing and Tim Hackett were appointed as President and Chief Executive Officer, Chief Financial Officer, Senior Vice President, Chief Technology Officer and Vice President, Sales, respectively.

The Company is also pleased to announce that immediately following the closing of the Transaction, the Company closed its previously announced financing by short form offering document brokered by Blackmont Capital Inc. ("Blackmont"), as agent (the "Financing") by issuing 17,245,000 units of the Company (the "Units") for gross proceeds of $1,724,500. Each Unit consists of one common share in the capital of the Company ("Common Share") and three-quarters (3/4) of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each whole Warrant entitles the holder thereof to acquire one additional Common Share from the Company (the "Warrant Shares") at a price of $0.20 per Warrant Share for a period of 24 months from the date of issuance.

The Company also completed a brokered private placement (the "Brokered Private Placement"), brokered by Blackmont, of 2,816,875 Units for gross proceeds of $281,687.50. Blackmont, as agent for the Financing and the Brokered Private Placement and received cash commissions and options ("Agents Options") in the amount of up to 10% of the Units sold. Blackmont also received a corporate finance fee consisting of $30,000. The Agent's Options entitle Blackmont to acquire common shares of the Company (the "Agent's Option Shares") at a price of $0.10 per Agent's Option Shares until November 30, 2011.

The Company also closed a non-brokered private placement (the "Non-Brokered Private Placement") of 1,300,000 Units for gross proceeds of $130,000. Principals (as that term is defined in Exchange policy 1.1) of the Company subscribed for 300,000 Units under the Non-Brokered Private Placement. 2,107,000 of the aggregate Units subscribed for under the Financing, the Brokered Private Placement and the Non-Brokered Private Placement are subject to a four month hold period pursuant to Exchange policies and applicable securities laws.

In connection with the closings of the Transaction and the financing, Courtland granted 3,000,000 options to persons eligible under the stock option plan at an exercise price of $0.10 per common share. The options will expire five years from the date of grant.

The Company is in the process of filing final documents concerning the Transaction and Financing with the Exchange. Once final approval has been granted by the Exchange, the shares of the Company will trade under the new name of ForceLogix Technologies Inc. and under the new stock symbol of "FLT".

After the Transaction, the Financing and the Private Placement, the Company has 42,361,873 issued and outstanding Common Shares and 35,000,000 non-exercised Special Warrants.

The Company currently anticipates closing an additional financing of Units, by way of private placement, for gross proceeds of up to $700,000. Units offered under the additional financing will be offered a price of $0.10 per unit and be comprised of one Common Share in the capital of the Company and three-quarters (3/4) of one Warrant. Each Warrant will entitle the holder thereof to acquire one additional Common Share of the Company at a price of $0.20 for a period of 24 months from the date of issuance. Closing of the additional financing is anticipated to occur on or about December 16, 2009. The board of directors of the Resulting Issuer, ForceLogix Technologies Inc. will consider converting additional Special Warrants at that time.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. The securities offered have not been, and will not be, registered under the securities laws of the United States of America or any state thereof, and may not be offered or sold in the United States of America absent registration or the availability of an exemption from such registration.

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 continued availability of financing and general economic, market or business conditions.

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

Contact Information

  • ForceLogix Technologies Inc.
    Mr. Patrick Stakenas
    President and Chief Executive Officer
    (847) 281-9307