ENGINEERING.com Incorporated
TSX VENTURE : EGN

ENGINEERING.com Incorporated

December 19, 2013 15:47 ET

ENGINEERING.com Incorporated Announces Shareholder Approval of Proposal to Take ENGINEERING.com Incorporated Private at $0.03 Per Share

TORONTO, ONTARIO--(Marketwired - Dec. 19, 2013) - ENGINEERING.com Incorporated (TSX VENTURE:EGN), a digital media company that informs, inspires and engages engineers, today announced shareholder approval of a proposal (the "Proposal") to take ENGINEERING.com private by way of a share consolidation. The share consolidation was subject to the approval of 2/3 of the Common Shares voted at ENGINEERING.com's special meeting of shareholders today as well as the approval of a majority of the votes cast by minority shareholders pursuant to the requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Under the Proposal, the going private transaction will be accomplished through the consolidation of ENGINEERING.com's issued and outstanding Common Shares. The consolidation of the Common Shares will be completed on the basis of one new common share for each 350,000 Common Shares now outstanding (the "Consolidation). Those shareholders who would otherwise have been entitled to receive fractional shares will instead be paid $0.03 in cash per Common Share held by them prior to the consolidation (the "Consolidation Price"). Those shareholders of ENGINEERING.com who hold at least 350,000 Common Shares prior to the Consolidation, will be the only shareholders of ENGINEERING.com following the Consolidation.

Of the Company's 43,870,623 outstanding shares, 37,372,725 (85.2%) were represented at the meeting. Of those shares represented, 37,107,525 (99.3%) voted in favour of the Consolidation. There were 11,237,465 shares represented at the meeting that were held by shareholders considered to be minority security holders for the purposes of Multilateral Instrument 61-101. Of those shares held by minority security holders, 10,972,265 (97.6%) voted in favour of the Consolidation.

The Consolidation will occur on or about December 30, 2013 and will be concluded on an account by account basis. Accordingly, any shareholder who holds 350,000 or more shares in aggregate, but who holds those shares in multiple accounts, may wish to consolidate those accounts into a single holding in order to remain a shareholder of ENGINEERING.com.

Subject to the acceptance of the TSX Venture Exchange, ENGINEERING.com intends to file articles of amendment to effect the Consolidation. Once the Consolidation is completed, ENGINEERING.com intends to apply to have its Common Shares delisted from the TSX Venture Exchange and intends to apply to cease to be a reporting issuer with the applicable securities regulatory authorities.

ENGINEERING.com proposes to complete the going private transaction in order to eliminate the financial burden of continuing as a reporting issuer. ENGINEERING.com believes that the anticipated time, costs and regulatory requirements that are entailed in meeting the legal obligations to public shareholders cannot be justified in view of its present circumstances, including a history of very low trading volumes and a limited number of public shareholders.

About ENGINEERING.com Incorporated

ENGINEERING.com Incorporated (TSX VENTURE:EGN) inspires, informs and entertains a worldwide audience of engineers through the www.ENGINEERING.com web site, mobile and social media channels. ENGINEERING.com offers marketing services to manufacturers, technology inventors and engineering academia. The ENGINEERING.com Incorporated head office is located in Mississauga, Ontario, Canada and can be reached at 905-273-9991, by facsimile at 905-273-6691 or through the Internet at www.ENGINEERING.com.

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