Cell-Loc Location Technologies Inc.

Cell-Loc Location Technologies Inc.

October 05, 2011 16:17 ET

Cell-Loc Location Technologies Inc. Clarifies Certain Facts on Reorganization Transaction and Non-Dilutive Financing to Net $900,000

CALGARY, ALBERTA--(Marketwire - Oct. 5, 2011) - Cell-Loc Location Technologies Inc. (TSX VENTURE:XCT) ("Cell-Loc"), is issuing this news release at the request of the TSX Venture Exchange to clarify certain facts with respect to the recently announced proposed reorganization transaction.

Pursuant to the proposed reorganization transaction and on the effective date of the reorganization transaction ("Effective Date"):

  1. Cell-Loc will transfer all of its assets and all of its liabilities to a new company to be created under the Business Corporation Act (Alberta) ("New Cell-Loc"); and
  2. the current Cell-Loc shareholders will receive New Cell-Loc common shares on a pro rata basis consistent with their relative percentage holdings of current Cell- Loc common shares immediately prior to giving effect to the reorganization transaction (i.e. each current Cell-Loc Common share will be exchanged for one New Cell-Loc common share).

Upon completion of the proposed reorganization transaction:

  • New Cell-Loc will have the same board of directors and management of Cell-Loc and conduct the same business formerly conducted by Cell-Loc, with the same assets and liabilities of Cell-Loc;
  • New Cell-Loc will have the same shareholders that Cell-Loc formerly had, each with the same relative percentage shareholdings that they formerly held in Current Cell-Loc (i.e. the current Cell-Loc shareholders will own 100% of the shares of New Cell-Loc);
  • New Cell-Loc will have received a net cash infusion of approximately $900,000 from an arm's length party in a non-dilutive financing; and
  • New Cell-Loc will not have access to the benefit of Cell-Loc's current tax pools.

The Proposed Transaction is subject to various commercial conditions including the receipt of required regulatory approvals, which include the approval of the TSX Venture Exchange (the "Exchange") to the listing of the New Cell-Loc common shares on the Exchange in lieu of the current common shares of Cell-Loc. The Proposed Transaction is also subject to the approval of the court and of 66.67% of the votes cast by shareholders of Cell-Loc at the shareholder meeting which will be called to approve the Proposed Transaction. An information circular containing a full description of the Proposed Transaction is expected to be mailed to the holders of common shares of Cell-Loc in early November, 2011 with the meeting expected to be held in late November, 2011. The closing of the Proposed Transaction is expected to occur in late November, 2011.

Complete details of the terms of the Plan of Arrangement that will implement the Proposed Transaction are set out in the Arrangement Agreement that will be filed by Cell-Loc on SEDAR at www.sedar.com.

About Cell-Loc

Cell-Loc is an intellectual property company that has a proprietary technology designed for deployment of wireless data transmission and location based services. The Company has installed a commercial network in São Paulo, Brazil where its technology is being deployed for stolen vehicle recovery services within that network. Cell-Loc is currently in the engineering design and development phase whereby its technology will be deployed for telemetry markets that can be serviced by an existing network or customized as a stand- alone low cost line of sight network application.

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Forward Looking Information

This press release contains certain forward-looking statements and forward-looking information ("forward-looking information") within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should" or similar words suggesting future outcomes. In particular, this press release includes forward-looking information relating to the anticipated completion of the Proposed Transaction. Cell-Loc believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon.

Forward-looking information is based on various assumptions. Those assumptions are based on information currently available to Cell-Loc. Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties some of which are described herein. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause actual events or results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. Any forward-looking information is made as of the date hereof and, except as required by law, Cell-Loc assumes no obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.

Neither 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

  • Cell-Loc Location Technologies Inc.
    Keith Bohn