Philip S. Sassower

June 07, 2006 16:06 ET

Acquisition of Securities of Xplore Technologies Corporation

NEW YORK, NEW YORK--(CCNMatthews - June 7, 2006) -

Not for distribution or transmission by any means in the United States.

Philip S. Sassower, co-member of the Manager of the Phoenix Venture Fund LLC (the "Fund"), announced today that the Fund (a joint actor of his for the purposes of Canadian securities laws) acquired 31,032,014 Series A Preferred Shares ("Preferred Shares") of Xplore Technologies Corporation ("Xplore" or the "Company") in exchange for U.S.$9,900,000 principal amount of 10% secured convertible debentures of the Company ("Debentures") held by it, plus accrued interest, representing approximately 55.9% of the outstanding Preferred Shares, and that he personally acquired 1,368,550 Preferred Shares in exchange for U.S.$430,000 principal amount Debentures held by him, plus accrued interest, representing approximately 2.5% of the outstanding Preferred Shares, all in connection with the previously announced recapitalization of Xplore.

Mr. Sassower's other joint actors (as such term is used for purposes of Canadian securities laws) have acquired an aggregate of 12,612,113 Preferred Shares under the recapitalization in exchange for their Debentures, representing approximately 22.7% of the outstanding Preferred Shares.

Each Preferred Share is convertible into one (1) common share of the Company (each, a "Common Share").

Mr. Sassower, together with his joint actors (as such term is used for purposes of Canadian securities laws), also hold an aggregate of 2,267,725 Common Shares and warrants and options of Xplore exercisable for 13,842,144 Common Shares. Assuming the conversion of all of the Preferred Shares of Mr. Sassower, Phoenix Venture Fund LLC and the other joint actors (as such term is used for purposes of Canadian securities laws) into Common Shares, and the exercise of all of the warrants and options, they would collectively own approximately 52.5% of the outstanding Common Shares.

The acquisition of the Preferred Shares by Mr. Sassower and the joint actors (as such term is used for purposes of Canadian securities laws) is for investment purposes only. They may from time to time acquire additional securities of Xplore, dispose of some or all of the existing securities they hold or will hold, or may continue to hold their current position.

Contact Information

  • SG Phoenix LLC
    Andrea Goren
    Managing Director
    (212) 759-1909