Nanotech Sciences Corp.

December 11, 2009 09:30 ET

Nanotech Sciences Corp. Announces Closing of its Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Dec. 11, 2009) - Nanotech Sciences Corp. (the "Company") (TSX VENTURE:NAN.P) is pleased to announce the closing of its "qualifying transaction" for purposes of the policies of the TSX Venture Exchange (the "Exchange"). Under the qualifying transaction, the Company subscribed for 2,716,875 units (the "Units") of Courtland Capital Corp. ("Courtland") at a price of $0.10 per Unit or $271,687.50 in the aggregate (the "Transaction"). Each Unit consists of one common share in the capital of Courtland (a "Common Share") and three quarters (3/4) of one common share purchase warrant (a "Warrant") of Courtland. Each whole Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.20 per Common Share, at any time on or before the close of business on November 30, 2011. The Company's subscription for Units was approved by majority of minority approval of the shareholders of the Company on November 26, 2009 at an annual and special meeting of shareholders (the "Shareholders Meeting"). The Transaction closed on November 30, 2009.

Pursuant to the terms of the qualifying transaction, the Company will wind-up and dissolve (the "Dissolution") pursuant to Section 237 of the Business Corporations Act (Ontario). Approval of the Dissolution was obtained at the Shareholders Meeting. In connection with the Dissolution, the Company will distribute the 2,716,875 Units on a pro-rata basis to the Company's shareholders, with each shareholder receiving approximately 0.675 of a Unit for each common share of the Company held as at the record date of December 1, 2009. The Units to be distributed to the shareholders of the Company are freely tradable except for those Units to be distributed to current holders of escrowed shares of the Company, which will be subject to the same escrow provisions as their current shares of the Company. Following satisfaction of any remaining liabilities and obligations owed to the creditors of the Company, the Company will distribute any remaining property of the Company rateably among the shareholders according to each shareholders' respective rights and interests in the Company.

The Company's common shares will be voluntarily delisted from the Exchange at the close of business on December 11, 2009. Upon filing of the Company's final tax return, receipt of a clearance certificate from Canada Revenue Agency and the filing of its articles of dissolution, the Company will be dissolved.

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

  • Nanotech Sciences Corp.
    Scott Walters
    President & Chief Executive Officer
    (416) 369-0456