Francesco Ruffolo

December 20, 2010 17:38 ET

Investor Exercises Options to Acquire Common Shares of International Datacasting Corporation

TORONTO, ONTARIO--(Marketwire - Dec. 20, 2010) - Francesco Ruffolo (the "Investor") announced that today he, together with 1108131 Ontario Ltd., an Ontario corporation controlled by the Investor ("1108131"), exercised options to acquire from GrowthWorks Canadian Fund Ltd. ("GrowthWorks") 500,000 common shares of International Datacasting Corporation ("IDC"). Pursuant to the terms of the options, the Investor together with 1108131 will acquire the 500,000 shares pursuant to the exercise of the option at an exercise price of $0.35 per share, or aggregate consideration of $175,000.00. The Investor together with 1108131 delivered the full purchase price for such shares to GrowthWorks together with the notice of exercise on December 20, 2010.

As a result of the exercise of the options, for purposes of applicable Canadian securities laws the Investor (together with an associate of the Investor who may be presumed, pursuant to applicable Canadian securities laws, to be acting jointly or in concert with the Investor) may be considered to beneficially own an aggregate of 6,711,692 IDC common shares (comprised of 6,711,092 IDC common shares held by 1108131 and the 600 IDC common shares held by an associate of the Investor) representing approximately 11.6% of the outstanding common shares of IDC. 

Options held by 1108131 to acquire an additional 833,000 IDC common shares owned by GrowthWorks (and which were subject to options granted to the Investor together with 1108131 under the Share Purchase, Option and Voting Agreement dated November 26, 2009, among 1108131, the Investor, Mr. Adamou and Fred Godard as purchasers and optionees, and GrowthWorks, as the vendor and optionor, the "November 26, 2009 Agreement") expired in accordance with their terms on December 20, 2010. In addition, as previously reported, for purposes of Canadian securities laws the Investor may have been considered to exercise control over an additional 1,667,000 IDC common shares owned by GrowthWorks (and which were subject to the options granted to Adam Adamou and Fred Godard by GrowthWorks under the November 26, 2009 Agreement). All unexercised options to purchase such shares expired today, December 20, 2010, and as a result the Investor is no longer deemed to beneficially own or to exercise any control over, directly or indirectly, any of such 1,667,000 IDC common shares. The Investor understands that Mr. Godard exercised options to purchase 300,000 of such 1,667,000 IDC common shares prior to their expiration.

Other Information

The Investor acquired the common shares that are the subject of this press release for investment purposes. The Investor intends to review his investment in IDC on a continuing basis. Depending on various factors including, without limitation, IDC's financial position and investment strategy, the price levels of the Common Shares, conditions in the securities markets and general economic and industry conditions, the Investor may in the future take such actions with respect to his investment in IDC as he deems appropriate including, without limitation, making proposals to IDC concerning changes to the capitalization, ownership structure or operations of IDC, acquiring additional IDC common shares, selling or otherwise disposing of some or all of his IDC common shares or changing his intention with respect to any and all of these matters. The Investor is currently a director of IDC.

In this press release, for purposes of calculating percentages of IDC common shares beneficially owned, or over which control or direction is exercised, directly or indirectly, the Investor has assumed that there are 57,719,913 IDC common shares outstanding as of December 1, 2010 as reported by IDC in its Management's Discussion & Analysis for the period ended October 31, 2010 filed on SEDAR on December 6, 2010.

Neither the issuance of this news release in connection with the matters disclosed in this news release nor the filing by the Investor of the report in accordance with applicable Canadian securities laws is an admission that an entity named or otherwise referred to in this news release owns or controls any described securities or is a joint actor with another entity named or otherwise referred to in this news release.

The address for the Investor is set out below. 

Contact Information

  • For further information, including to obtain a copy of the
    report filed by the Investor in accordance with applicable
    Canadian securities laws, contact: Francesco Ruffolo
    c/o Wilson Display
    1645 Aimco Boulevard, Mississauga, ON L4W 1H8
    (905) 625-9200