CALGARY, ALBERTA--(Marketwire - Oct. 15, 2012) - Acme Capital Corporation (TSX VENTURE:AMN.P) ("Acme") announces that at the annual and special meeting of Acme's shareholders held on October 3, 2012, shareholders approved all of the matters set forth in the notice of meeting dated September 3, 2012, including certain special business items in connection with the proposed business combination (the "Proposed Qualifying Transaction") with Pivot Acquisition Corp. ("Pivot"). The Acme shareholders approved: (i) the consolidation of Acme's common shares on a basis of up to one hundred (100) pre-consolidation shares for one (1) post-consolidation share; (ii) a name change to "Pivot Technology Solutions, Inc." or such other name as determined by Acme's board of directors; (iii) a continuance of the Corporation from the Province of Alberta to the Province of Ontario; and (iv) an alternative form of stock option plan to be implemented by Acme in the event that the Proposed Qualifying Transaction is completed. The above four resolutions may be revoked by the board of directors of Acme, at their discretion, prior to implementation. Shareholders also re-approved Acme's existing stock option plan.
In addition to re-electing the three (3) incumbent directors of Acme, shareholders also elected four (4) new directors to the Acme board of directors, being Shane Maine, Greg Gallagher, Mort Meyerson, and John Sculley. The addition of the four new directors increased the board to seven persons. The biographies of Messrs. Maine, Gallagher, Meyerson and Sculley are contained in Acme's press release dated August 31, 2012, which is available on SEDAR at www.sedar.com.
Messrs. Maine, Meyerson and Sculley subsequently resigned from Acme's board of directors after the shareholder meeting, as the closing of the Proposed Qualifying Transaction did not take place immediately after the shareholder meeting as originally contemplated.
On October 4, 2012, Acme's board of directors appointed Douglas M. Stuve as an additional director, subject to regulatory approval, and Mr. Gallagher also resigned from Acme's board of directors. Mr. Stuve is a partner with the law firm Burstall Winger LLP of Calgary, Alberta. Mr. Stuve's principal areas of practice are corporate finance and securities law, as well as general corporate commercial law. Mr. Stuve has served as a director of several public companies and is currently Chairman of Athabasca Minerals Inc., and a director of Border Petroleum Corp. Mr. Stuve is a past director of several public companies.
Acme will provide an update on the Proposed Qualifying Transaction later next week.
About Acme Capital Corporation
Acme is a capital pool company governed by TSX Venture Exchange (the "Exchange") policies. Acme's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction within the meaning of Exchange policies.
Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including but not limited to Exchange acceptance. Where applicable, the transaction cannot close until the required 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 Proposed Qualifying 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.
Forward Looking Statements
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Neither Acme nor Pivot assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Acme's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
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:
Al Kroontje
President, Chief Executive Officer, Chief Financial Officer
(403) 539-4447