SOURCE: Memex Automation

Memex Automation

October 30, 2013 10:56 ET

Operating as Memex Automation, Astrix Networks Inc. Completes Reverse Takeover of GPS Investment Corp., Shares to Trade on TSX Venture Exchange Under Trading Symbol "OEE"

Not for Distribution to U.S. News Wire Services or Dissemination in the United States

BURLINGTON, ON--(Marketwired - Oct 30, 2013) - Astrix Networks Inc., operating under the trade name Memex Automation, is pleased to announce that it has completed the previously announced reverse take-over of GPS Investment Corp. The resulting issuer has assumed the legal name of Astrix Networks Inc. and the business of Astrix Networks Inc. will continue to operate under the trade name Memex Automation. Upon receipt of final acceptance of the reverse take-over by the TSX Venture Exchange, the common shares of the post-reverse take-over Astrix Networks Inc. will commence trading on the TSX Venture Exchange under the trading symbol "OEE" (TSX VENTURE: OEE).

Astrix Networks Inc. has raised gross proceeds of $854,645.50 pursuant to its previously announced brokered and non-brokered private placement, the achievement of which was a prerequisite to the completion of the reverse take-over.

Memex Automation is the leader in real-time shop-floor-to-top-floor technology solutions. Memex's flagship product MERLIN delivers Overall Equipment Effectiveness (OEE) metrics in real-time, enabling manufacturers to enhance production and increase income and profits from operations. MERLIN has earned the 2013 North American Frost & Sullivan Award for Technology Innovation Leadership. Since 1992, Memex has partnered with 280 dealers worldwide to provide a variety of manufacturing connectivity products and services to over 12,000 customers globally. For sales information, call +1 (905) 635-1540, email salesgroup@memex.ca, or visit http://www.memex.ca.

Share Capital Structure

The post-reverse take-over Astrix Networks Inc. now has 48,132,080 common shares outstanding. Of these: (i) 4,143,750 common shares are represented by the GPS Investment Corp. common shares that were outstanding prior to the completion of the reverse take-over and the Astrix Networks Inc. private placement; (ii) 35,441,875 common shares were issued in exchange for the common shares of Astrix Networks Inc. that were outstanding prior to the completion of the reverse take-over and the Astrix Networks Inc. private placement (i.e. such shares issued at a deemed price of $0.10 per share for aggregate deemed consideration of $3,544,187.50); and (ii) 8,546,455 common shares were issued pursuant to the Astrix Networks Inc. private placement (i.e. such shares issued at a deemed price of $0.10 per share for aggregate deemed consideration).

Early Warning Reports

As a result of the completion of the reverse take-over:

(a) David R. McPhail of Norval, Ontario, the President, CEO and a director of Astrix Networks Inc., now beneficially owns or controls 17,325,000 common shares of the post-reverse take-over Astrix Networks Inc., representing approximately 35.99% of the outstanding common shares of the post-reverse take-over Astrix Networks Inc. on an undiluted basis.

(b) John R. Rattray of Oakville, Ontario, the Vice-President of Sales and Marketing of Astrix Networks Inc., now beneficially owns or controls 7,736,855 common shares of the post-reverse take-over Astrix Networks Inc., representing approximately 16.07% of the outstanding common shares of the post-reverse take-over Astrix Networks Inc. on an undiluted basis.

(c) Stephen Spinks of St. George, Ontario now beneficially owns or controls 5,080,635 common shares of the post-reverse take-over Astrix Networks Inc., representing approximately 10.56% of the outstanding common shares of the post-reverse take-over Astrix Networks Inc. on an undiluted basis.

(d) Carolyn Farace of Mississauga, Ontario now beneficially owns or controls 5,080,635 common shares of the post-reverse take-over Astrix Networks Inc., representing approximately 10.56% of the outstanding common shares of the post-reverse take-over Astrix Networks Inc. on an undiluted basis.

Each of the aforementioned persons beneficially owns and controls their respective common shares of the post-reverse take-over Astrix Networks Inc. for investment purposes. Each of these persons may in the future take such actions in respect of their holdings as they individually deem appropriate in light of the circumstances then existing, including the purchase of additional common shares of the post-reverse take-over Astrix Networks Inc. through open market purchases, or the sale of all or a portion of their individual holdings in the open market, or in privately negotiated transactions to one or more purchasers (subject to applicable hold periods).

Auditor

The independent auditor of GPS Investment Corp. prior to the completion of the reverse take-over was Deloitte LLP located in Calgary, Alberta. The independent auditor of Astrix Networks Inc. prior to completion of the reverse take-over was Graham Matthews Professional Corporation based in Cambridge, Ontario. The independent auditor of the post-reverse take-over Astrix Networks Inc. will be MNP LLP located in Toronto, Ontario.

Reader Advisory

The reverse take-over is intended to serve as the "Qualifying Transaction" of GPS Investment Corp. pursuant to Policy 2.4 of the TSX Venture Exchange and is subject to acceptance by the TSX Venture Exchange. Final acceptance by the TSX Venture Exchange is subject to Astrix Networks Inc. fulfilling all of the requirements of the TSX Venture Exchange. It is currently expected that the TSX Venture Exchange will issue a Final Exchange Bulletin giving its final acceptance of this transaction in the next two or three business days, provided that all required documentation is filed with the TSX Venture Exchange. Upon the issuance of the Final Exchange Bulletin, the common shares of the post-reverse take-over Astrix Networks Inc. will commence trading on the TSX Venture Exchange under the trading symbol "OEE".

In accordance with Policy 2.4 of the TSX Venture Exchange, GPS Investment Corp. has prepared a Filing Statement dated October 17, 2013 in respect of the Qualifying Transaction and related transactions. That Filing Statement is available electronically under the SEDAR profile of Astrix Networks Inc. at www.sedar.com. The press release provides a summary of the completed transactions and is qualified in its entirety by the full text of the Filing Statement. Investors are encouraged to read the Filing Statement.

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved of the contents of this press release.

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.

Forward-Looking Statements

This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements within the meaning of applicable securities laws relating to the receipt of final TSX Venture Exchange acceptance of the Qualifying Transaction. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the TSX Venture Exchange may not grant final acceptance of the Qualifying Transaction. The statements in this press release are made as of the date of this release. Astrix Networks Inc. undertakes any obligation to update the forward-looking statements expressed herein, except as otherwise required by applicable securities law.

Contact Information

  • For more information, please contact:

    Jill McCubbin
    Conversation Architect
    market2world communications inc.
    Office: +1 (613) 256-3939
    Email: Email Contact

    or

    Dave McPhail
    President and CEO
    Memex Automation Inc.
    Office : +1 (905) 635-1536
    Email: Email Contact