March 31, 2014 09:26 ET

Principal Shareholders and Debenture Holders to Sell Common Shares and Convertible Debentures Representing More Than 20% of GINSMS Inc.

CALGARY, ALBERTA--(Marketwired - March 31, 2014) - GINSMS Inc. (TSX VENTURE:GOK) (the "Corporation" or "GINSMS") today was informed that its Chairman of the Board of Directors, Mr. Jonathan Lai, through a company called Panaco Limited, and another company in which Mr. Lai holds a five percent ownership interest, Royal Link Investment Limited, have entered into a Share Purchase Agreement with One Heart International Limited ("One Heart") to sell 10,307,500 common shares of the Corporation representing 20 % of all of the issued and outstanding common shares of the Corporation (collectively the "Common Shares").

One Heart is controlled by Mr. Yih Hann Lian, the co-founder and a former Chairman and director of Inphosoft Group Pte. Ltd. ("IGPL") now a wholly-owned subsidiary of the Corporation. One Heart will pay an aggregate purchase price of $1,546,125 or $0.15 per Common Share in consideration for the sale of the Common Shares. The purchase price will be payable by way of two promissory notes. Each note will be due and payable three months from its issuance and will bear an interest of 18% per annum. The transfer of the Common Shares to One Heart is subject to TSX Venture Exchange ("TSXV") and shareholders' approval. In the event that One Heart is unable to obtain such approvals, One Heart has the rights to direct Mr. Lai to transfer the Common Shares to third parties to be designated by One Heart in amounts that will not result in the creation of a new control person and where such transfers would not require TSXV and shareholders' approval.

In addition, the Corporation was also informed today that Inphosoft Pte. Ltd ("IPL")., the holder of all of the Corporation convertible debentures for a principal amount of $9,109,267 issued on September 28, 2012 in connection with the acquisition by the Corporation of IGPL, has entered into an Escrow Purchase Agreement for the sale of convertible debentures with a principal amount of $6,255,484 (the "Convertible Debentures") to One Heart for an aggregate consideration of $6,255,484. The purchase price for the Convertible Debentures will be payable by way of a promissory note with terms and conditions identical to the promissory notes issued in payment of the Common Shares. Each Convertible Debenture is unsecured, mature on September 28, 2015 and may be converted into common shares of the Corporation at any time prior to their maturity at a price of $0.10 per common share, subject to certain restrictions. The sale of the Convertible Debentures is conditional upon continued satisfaction of the escrow provision currently affecting the Convertible Debentures under Policy 5.4 - Escrow Vendor Consideration and Resale Restrictions of the TSX Venture Exchange. The transfer of the Convertible Debentures is subject to TSXV approval. However, One Heart has the right to direct IPL to sell part or whole of the Convertible Debentures that have been released from escrow and are freely transferable to parties designated by One Heart.


GINSMS is a mobile technology and services company focusing on 4 areas namely Telecom Platforms and Products, Mobile Advertising, Mobile Messaging and Mobile Applications. GINSMS conducts research and development and also establishes partnerships to develop and distribute innovative products and services globally. Through its wholly owned subsidiaries in Singapore, Hong Kong, Malaysia and Indonesia, GinSMS has successfully deployed more than 100 solutions globally. GINSMS also operates a SMS hub that provides inter-operator messaging services to mobile telecom operators in Hong Kong and application-to-person ("A2P") messaging services to customers globally. Through its Right Here Media brand, GINSMS provides a one-stop mobile advertising service to advertisers. These services include the development of creative mobile advertising campaigns for advertisers, the provision of technology to execute these campaigns and the placement of advertisements on mobile advertising networks.

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

  • GINSMS Inc.
    Joel Chin
    Chief Executive Officer