Penfold Capital Acquisition IV Corporation
TSX VENTURE : SEL

April 02, 2014 14:05 ET

Penfold Capital Acquisition IV Corporation Completes Acquisition of Service Results Technology Inc.

TORONTO, ONTARIO--(Marketwired - April 2, 2014) -

NOT FOR DISTRIBUTION TO US WIRE SERVICES

Penfold Capital Acquisition IV Corporation (the "Company") (TSX VENTURE:SEL), is pleased to announce that, further to its press release dated November 18, 2013, the Company has completed its acquisition of all of the issued and outstanding securities in the capital of Service Results Technology Inc. ("SRT").

The purchase price of $5 million was paid through a cash payment of $3.5 million, the issuance of a Series "A" 12% convertible debenture in the aggregate amount of $500,000 to one of the shareholders of SRT and the issuance of an aggregate of 10 million common shares in the capital of Company at a deemed price of $0.10 per share (the "Consideration Shares"). The Consideration Shares are subject to a four (4) month statutory hold period expiring on August 1, 2014.

In connection with the acquisition of SRT, the Company issued an aggregate of $2,250,000 of Series "A" 12% convertible debentures (the "Debentures") of which an insider of the Company subscribed for an aggregate of $300,000 of Debentures. The Debentures have the following features:

  • convertible, at the option of the holders, into common shares in the capital of the Company at a conversion price of $0.15 per common share;

  • maturity date of March 31, 2017;

  • RRSP, RRIF, RESP, RDSP, TFSA and DPSP eligible; and

  • annual interest rate of 12% payable on a quarterly basis.

The Company has agreed to pay a cash commission of $137,445 (of which $7,000 has been paid and the balance of $130,445 has been deferred to April 30, 2014) to Foster & Associates Financial Services Inc. ("Foster") in connection with the issuance of the Debentures. In addition, the Company issued an aggregate of 916,300 broker warrants (the "Broker Warrants"). Each Broker Warrant entitles Foster to acquire one (1) common share, subject to adjustment therein, at an exercise price of $0.15 at any time until March 31, 2016.

"SRT is a great add on for the Company and its wholly owned subsidiary, SLM Logistics Corporation," said Vito Buffone, President and Chief Executive Officer of the Company. "SRT will put SLM into a market vertical we currently don't service, and SLM will offer value added services to SRT's local and global customer base. It is anticipated that the acquisition of SRT will lead to significant increases in our combined revenue and profitability."

The Company will also like to announce that as it has filed its audited financial statements for the year ending September 30, 2013 and its unaudited interim financial statements for the three (3) months ending December 31, 2013, the Permanent Management Cease Trade Order imposed by the Ontario Securities Commission has been rescinded.

About Service Results Technology Inc.

SRT, based in Markham, Ontario, provides high-end electronic service and repair to many large global manufacturers. SRT has been in the electronics service industry for over 20 years, repairing some of the most sophisticated electronics components available in the market today. SRT is known for being a leader as a repair and service provider with an established customer base and exclusive service provider status for some of the largest brand names and retailers locally and around the world.

About Penfold Capital Acquisition IV Corporation

The Company, through its wholly owned subsidiary SLM Logistics Corporation, is dedicated to managing consumer and retail store returns and problematic electronics through a product management system. The Company manages product warranties, returns from receiving to end-of-life with quality assurance testing, factory servicing, resale through non-traditional channels and recycling of non saleable product to support a closed-loop distribution process. The Company is able to recycle the non-saleable returns it receives, thereby allowing customer returns to have a very low environmental impact. Independent Waste Audit Reports, since 2011, show the Company is able to achieve a consistent waste diversion rate of over 98.6%. This means brands using the Company's processes are able to divert over 98.6% of their product from landfill. The Company is currently working on rolling out this product offering to retailers to allow them to capture the environmentally conscious consumer. The Company currently operates only in Ontario.

Neither 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.

Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the state of the financial markets for the Company's securities; the state of the industry; recent market volatility; the Company's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time. The Company expressly disclaims any obligation to update any forward-looking statements except as may be required by law.

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