McAllister Holdings Ltd.

May 12, 2009 18:43 ET

McAllister Holdings Ltd.: Early Warning Report

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 12, 2009) - In a "shares for debt" transaction (the "Transaction"), Pioneering Technology Corp. (the "Corporation") issued 2,000,000 common shares, representing 15.4% of the Corporation's outstanding common shares, to McAllister Holdings Ltd. ("McAllister"), a company incorporated under the British Columbia Business Corporations Act.

Prior to the closing of the Transaction, McAllister owned or controlled 120,000 common shares of the Corporation. Immediately after the closing of the Transaction, McAllister owned or controlled an aggregate of 2,120,000 common shares, representing 16.3% of the outstanding common shares of the Corporation.

The Transaction was a private transaction involving the issuance of common shares from the treasury of the Corporation and did not take place through the facilities of any stock exchange. The common shares were issued pursuant to the securities for debt exemption provided under section 2.14 of National Instrument 45-106 Prospectus and Registration Exemptions.

The 2,000,000 common shares were issued in satisfaction of $100,000 of debt owing by the Corporation to McAllister in connection with a $300,000 loan from McAllister to the Corporation on April 21, 2008 on the basis of $0.05 per share. Subject to the approval of the shareholders of the Corporation and the TSX Venture Exchange (the "Exchange"), the Corporation and McAllister propose to satisfy the balance of the principal amount of the debt as follows: (i) $100,000 to be satisfied by the issuance of common shares ten days after the special meeting (the "Special Meeting") of shareholders of the Corporation on the basis of the 10-day volume weighted average price of the common shares on the Exchange, but with a minimum price of $0.05 per share and a maximum price of $0.20 per share; and (ii) $100,000 to be satisfied by the issuance of common shares on August 18, 2009 on the basis of the 10-day volume weighted average price of the common shares on the Exchange but with a minimum price of $0.05 per share and a maximum price of $0.20 per share. Shareholder approval was obtained at the Special Meeting held on May 8, 2009.

As additional consideration for the conversion of the debt, as described above, and for McAllister's agreement to cancel interest payments on the debt effective October 31, 2008, the Corporation has agreed to issue McAllister warrants (the "Warrants") to purchase an aggregate of 2,000,000 common shares. The Warrants will be issued concurrently with the conversion of the first $100,000 of remaining debt and will have a one year term. The exercise price of 1,000,000 of the Warrants will be $0.10 per share and the exercise price of the other 1,000,000 Warrants will be $0.15 per share.

McAllister may in the future take such actions in respect of common shares or other securities of the Corporation as appropriate in light of the circumstances then existing, including acquiring ownership or control over additional common shares or other securities of the Corporation through open market purchases or privately negotiated transactions, or the sale of all or a portion of the common shares owned or controlled by McAllister in the open market or in privately negotiated transactions to one or more purchasers.

A copy of the early warning report in respect of this Transaction has been filed with the applicable securities commissions and can be found at www.sedar.com.

MCALLISTER HOLDINGS LTD.

David L. Dueck, Director and Vice President

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • McAllister Holdings Ltd.
    David L. Dueck
    Director and Vice President
    604-520-1555 ext. 493