McAllister Holdings Ltd.

October 07, 2009 20:23 ET

McAllister Holdings Ltd.: News Release

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 7, 2009) - As part of a "shares for debt" transaction (the "Transaction"), the details of which are set out in the news releases issued by McAllister Holdings Ltd. ("McAllister") on May 12, 2009 and June 8, 2009, copies of which are available at www.sedar.com, Pioneering Technology Corp. (the "Corporation") issued 889,642 common shares (the "Shares") in satisfaction of the balance of $100,000 of debt owing by the Corporation to McAllister. The Shares were issued as of August 18, 2009 at a price of $0.112404712 per share based on the 10-day volume weighted average price of the common shares of the Corporation listed on the TSX Venture Exchange and represented 7% of the Corporation's outstanding common shares as of August 18, 2009.

Prior to the issuance of the Shares, McAllister owned or controlled 3,272,485 common shares of the Corporation. Immediately after the issuance of the Shares, McAllister owned or controlled an aggregate of 4,162,127 common shares, representing 29% of the outstanding common shares of the Corporation as of August 18, 2009.

In addition, on September 29, 2009 the Corporation issued 2,000,000 common shares (the "Warrant Shares"), representing 14% of the Corporation's outstanding common shares, to an affiliate of McAllister on the exercise by McAllister of 1,000,000 warrants of the Corporation at $0.10 per share and the exercise of 1,000,000 warrants of the Corporation at $0.15 per share.

Prior to the issuance of the Warrant Shares, McAllister owned or controlled 4,162,127 common shares of the Corporation. Immediately after the issuance of the Warrant Shares, McAllister and its affiliates owned or controlled an aggregate of 6,162,127 common shares, representing 38% of the outstanding common shares of the Corporation as of September 29, 2009.

The Transaction was a private transaction involving the issuance of common shares from the treasury of the Corporation and did not take place through the facilities of any stock exchange. The Shares were issued pursuant to the securities for debt exemption provided under section 2.14 and the Warrant Shares were issued pursuant to the conversion, exchange or exercise exemption provided under section 2.42 of National Instrument 45-106 Prospectus and Registration Exemptions.

McAllister may in the future take such actions in respect of common shares or other securities of the Corporation as appropriate in light of the circumstances then existing, including acquiring ownership or control over additional common shares or other securities of the Corporation through open market purchases or privately negotiated transactions, or the sale of all or a portion of the common shares owned or controlled by McAllister in the open market or in privately negotiated transactions to one or more purchasers.

A copy of the early warning report in respect of this Transaction has been filed with the applicable securities commissions and can be found under the Corporation's profile at www.sedar.com.

MCALLISTER HOLDINGS LTD.

David L. Dueck, Director and Vice President

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • McAllister Holdings Ltd.
    David L. Dueck
    Director and Vice President
    604.520.1555, extension 493