Nanotech Sciences Corp.
TSX VENTURE : NAN.P

May 11, 2009 17:34 ET

Nanotech Sciences Corp. Announces Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - May 11, 2009) - Nanotech Sciences Corp. ("Nanotech") (TSX VENTURE:NAN.P) is pleased to announce that it entered into an agreement with Courtland Capital Corp. ("Courtland") on May 8, 2009 (the "Agreement"), in respect of a proposed "qualifying transaction" for the purposes of the policies of the TSX Venture Exchange (the "Exchange").

Under the Agreement it is proposed that Nanotech, a capital pool company listed on the Exchange, will subscribe for a minimum of 3,000,000 units (the "Units") of Courtland at a price of $0.10 per Unit or $300,000 in the aggregate (the "Proposed Transaction"). Each Unit shall consist of one common share in the capital of Courtland (a "Common Share") and three quarters (3/4) of one common share purchase warrant (each whole warrant a "Warrant") of Courtland. Each Warrant shall entitle the holder to acquire one additional Common Share at an exercise price of $0.20 per Common Share, at any time on or before the close of business on the date that is two years from the closing date of the Proposed Transaction.

Nanotech has also agreed, under the terms of the Agreement, to advance $25,000 (the "Advance") to Courtland to cover transactional expenses pending completion of the Proposed Transaction. The Advance is repayable under certain circumstances if the Proposed Transaction is not completed.

Following closing of the Proposed Transaction, Nanotech intends to delist from the Exchange, commence winding up proceedings, and distribute the Units to its shareholders on a pro rata basis. Units of Courtland distributed to current holders of escrowed shares of Nanotech will be subject to the same escrow provisions as their current shares of Nanotech.

Courtland is a capital pool company listed on the Exchange and is in the process of completing its own qualifying transaction with ForceLogix Inc. ("ForceLogix"). For more information with respect to Courtland and its qualifying transaction with ForceLogix, please review the Filing Statement dated August 29, 2008 and related press releases posted on the System for Electronic Data Analysis and Retrieval (SEDAR) at www.sedar.com.

ForceLogix is a privately held corporation existing under the laws of Nevada with its corporate offices located in Libertyville, Illinois. ForceLogix develops and commercializes technologies in the field of sales performance management and process optimization. ForceLogix provides software-as-a-service as well as technical and consulting services to clients to address sale performance management matters in a range of industries; specifically focusing on life sciences/pharmaceutical, high technology and financial services.

ForceLogix has developed several new technologies which it believes will change the nature of sales effectiveness and sales performance management. By combining objective system driven data with subjective, field observation data, ForceLogix has devised a proprietary measurement and evaluation application. ForceLogix has started implementation of its combined technologies and measurement and evaluation application for its first customers. For more information with respect to ForceLogix, please visit its website at www.forcelogix.com.

Courtland is expected to file an amended filing statement on SEDAR, updating information on its qualifying transaction with ForceLogix. Nanotech's shares have been halted from trading on the Exchange and will not resume trading until such time as Courtland files an amended filing statement on SEDAR.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

This news release may contain forward-looking statements that are based on Nanotech's expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and Nanotech undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. 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.

Contact Information

  • Nanotech Sciences Corp.
    Scott Walters
    President & Chief Executive Officer
    (416) 369-0456