SOURCE: Masterpiece Investments

August 24, 2012 10:45 ET

Clear System Recycling Announces Merger and Reorganization Agreement With Masterpiece Investments Corp.

Clear System to Change Name to Masterpiece Investments Corporation

OAKVILLE, ON--(Marketwire - Aug 24, 2012) - Clear System Recycling, Inc. (OTCBB: CLSR) (the "Company") is pleased to announce that it has entered into a definitive agreement (the "Agreement") to acquire all issued and outstanding shares of Masterpiece Investments Corp. ("Masterpiece"), a leader in the fine art marketplace headquartered in Wilsonville, Oregon. Masterpiece boasts artwork by Lorenzo Ghiglieri, Laran Ghiglieri, and posthumous first-edition originals of Michelangelo, Bernini, Cellini, and many others. Masterpiece Investments is composed of five divisions: the Charitable Division, the Bullion Division, Additive Workshop, Masterpiece Models, and partner company Chiurazzi International, Ltd.

As per the terms of the Agreement, Clear System will issue one share of restricted common stock of the Company in exchange for four shares of Masterpiece common stock. As a result of the share exchange, 52,500,000 common restricted shares of the Company will be issued to the shareholders of Masterpiece in exchange for 210,000,000 common shares of Masterpiece, representing 100% of its issued and outstanding shares. As part of the Agreement, Clear System will cancel 23,000,000 of its current outstanding 36,750,000 shares.

Pursuant to the merger agreement, which is subject to shareholder approval and other customary closing conditions, Masterpiece Investments will be merged with a wholly-owned subsidiary of the Company. Clear System Recycling will then change its name to Masterpiece Investments Corporation and intends to apply for a new stock symbol that more accurately reflects its corporate name and new business model.

After the close of the merger, Mark Ghigleiri will retain his position as CEO of Masterpiece and Kenneth Kepp, CFO of Masterpiece will retain his position in the new company. Michael Noonan, CFO and Director of Clear System Recycling will resign as CFO, but will become a director of Masterpiece and the remaining members of management of Clear System Recycling will resign.

"We are very pleased to have reached this merger agreement and look forward to providing Masterpiece Investments a public platform from which to expand its business strategies," stated Mr. John Carter, President of Clear Systems Recycling.

"Becoming a publicly traded company is an important milestone in the ongoing evolution of Masterpiece Investments as we continue our mission of combining fine art with innovative modern technology to create new revenue models," added Mark Ghiglieri, Chief Executive Officer and President of Masterpiece Investments Corp. "With access to the public markets, we look forward to executing our growth strategy by continuing to build upon and invest in our business, while also making acquisitions that complement our existing business model."

The merger and reorganization transaction is expected to close in September 2012. Further information on the transaction can be found in the Company's Securities and Exchange Commission filings, at the following link: www.sec.gov

About Masterpiece Investments Corp.
Masterpiece Investments Corporation specializes in producing fine art for sale to the public through charity auctions, gallery sales, trade shows and online auctions. Masterpiece Investments centers on the artwork of renowned artist Lorenzo Ghiglieri, creating bronze and silver reproductions of his sculptures, as well as those of his son, Laran Ghiglieri. Masterpiece Investments has five distinct divisions including the Bullion Division, which produces silver bullion bars and fine art medallions featuring Ghiglieri's famous sculptures; the Charitable Division, which provides limited-edition bronze masterpieces for charity auctions; the Additive Workshop Division, whose CAD and 3D imaging and modeling technologies scan and rescale an object to any size with perfect accuracy; and the Masterpiece Models Division, a nationally known fabricator of models for business and exhibit purposes. Masterpiece Investments is also a partner in Chiurazzi International Ltd., whose collection holds more than 1,650 artistic bronze moulds from the likes of classic artists such as Michelangelo, Bernini, Cellini and Giambologna. For additional information about Masterpiece Investments please visit the Company's website at www.masterpieceinvestments.com.

Safe Harbor
Except for historical information, the matters set forth herein, which are forward-looking statements, involve certain risks and uncertainties that could cause actual results to differ. Potential risks and uncertainties include, but are not limited to, the competitive environment within the fine art marketplace, the extent and cost effectiveness with which Clear System is able to implement the merger, obtaining regulatory approval, financing, and the market acceptance and successful technical and economic implementation of Clear System's intended plan. Additional discussion of these and other risk factors affecting the Company's business and prospects is contained in the company's periodic filings with the SEC.

Contact Information

  • Masterpiece Investments Contact:
    Gretchen Matthey
    Business Development Director
    503-685-9878
    Email Contact

    Clear System Contact:
    John Carter
    President
    905-302-3843
    Email Contact

    Investor Relations Contact:
    Michael Porter
    President
    Porter, LeVay & Rose
    212-564-4700
    Email Contact