CSM Systems Corp.
TSX VENTURE : CKX

CSM Systems Corp.

December 08, 2010 13:29 ET

CSM Systems Corp. Announces Completion of Private Placement

EDMONTON, ALBERTA--(Marketwire - Dec. 8, 2010) - CSM Systems Corp. (TSX VENTURE:CKX) ("CSM") is pleased to announce that it has completed a private placement financing as first announced on September 28, 2010. In connection with the offering, CSM issued 2,330,000 units ("Units") at a price of $0.05 p er Unit (the "Private Placement") for gross proceeds o f $116,5000. Each Unit is comprised of one (1) common share ("Common Share") and one-half (½) Comm on Share purchase warrant ("each whole warrant, a "Warrant"). Each Warrant entitles the h older to purchase one (1) additional Common Share at a price of $0.10 per Common Share for a period of twenty-four (24) months following the date of closing, provided that if after four months and one day following the closing date the closing price of the common shares is equal to or exceeds $0.15 for twenty (20) consecutive days, then the warrants shall automatically accelerate to expire on the date which is thirty (30) days following the date a press release is issued by CSM announcing the reduced warrant term or the date that written notice has been given to the warrantholder.

CSM intends to use the proceeds from the Private Placement for general working capital purposes, and marketing of its innovative wayfinding and interactive customer service applications. No bonus, finder's fees or commissions were paid in connection with the Private Placement.

Pursuant to the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 ("MI 61-101") the Private Placement may be classified as a "related party transaction" as certain directors and officers of CSM (the "Related Parties") subscribed for Units.

CSM has determined that exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 are available. In particular, CSM has determined that the exemptions set out in subsections (a) and (b) in section 5.5 of MI 61-101 are applicable since the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of the Corporation as at the date hereof and the Corporation is only listed on the TSX Venture Exchange and is not listed or quoted on any of the specified markets listed in subsection 5.5(b) of MI 61-101. In addition, in reviewing the minority shareholder approval exemptions, the independent directors determined that the exemption set out in subsections (a) and (b) in section 5.7 of MI 61-101 is applicable.

The securities issued pursuant the Private Placement are subject to a hold period expiring on April 3, 2011.

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.

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