Seriatim Ventures Inc.

April 22, 2008 11:58 ET

Seriatim Ventures Inc. Enters Into Agreement to Acquire Mountain Power Inc. as Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - April 22, 2008) - Seriatim Ventures Inc. ("Seriatim" or the "Company") (TSX VENTURE:STV.P) is pleased to announce that it has entered into an arm's length letter of intent dated effective April 11, 2008 (the "Agreement") to acquire all issued and outstanding capital stock of Mountain Power Inc. ("MPI"), a privately-owned, Delta, B.C. based producer of large capacity lithium ion battery modules for high power and energy applications (the "Proposed Transaction"). MPI is incorporated under the Business Corporations Act (British Columbia).

Under the terms of the Agreement, which is subject to completion of satisfactory due diligence and receipt of applicable regulatory and shareholder approvals, if required, and the entering into a definitive agreement, it is expected that MPI will continue as a corporation under the Business Corporations Act (British Columbia) and become a wholly-owned subsidiary of Seriatim. Upon completion of the Proposed Transaction: 1) Seriatim will consolidate its capital on a 2.5:1 basis such that current holders of common shares in the capital of Seriatim ("Seriatim Shares") will receive one (1) post-consolidation common share of Seriatim for every two and a half (2 1/2) Seriatim Shares currently owned; 2) holders of common shares in the capital of MPI ("MPI Shares") will receive one post-consolidation Seriatim share for every MPI Share; 3) holders of outstanding warrants to purchase MPI Shares ("MPI Warrants") will receive one Seriatim warrant for every one MPI Warrant; 4) holders of Seriatim directors options, broker warrants and charitable options will retain their securities in accordance with their original terms, after giving effect to the implied 2.5:1 rollback; 5) holders of MPI convertible debentures will convert all outstanding debentures into 4,313,414 post-consolidation common shares of Seriatim (inclusive of interest payments and penalties). It is expected that the Proposed Transaction will take place pursuant to an arrangement governed by Alberta Business Corporations Act. Following the completion of the Proposed Transaction, Seriatim is expected to have 16,109,960 issued and outstanding common shares. Closing of the Proposed Transaction is expected to be no later than November 15, 2008.

There are currently 9,276,546 MPI Shares and 9,244,310 MPI Warrants issued and outstanding. There are currently outstanding MPI convertible debentures, the principal and outstanding interest of which are convertible into 4,313,414 MPI Shares. There are currently 6,300,000 Seriatim Shares, 630,000 Seriatim options, 63,000 Seriatim charitable options and 400,000 Seriatim warrants issued and outstanding. Upon completion of the Proposed Transaction it is therefore expected that the former shareholders of MPI will hold approximately 84% of the Seriatim Shares and the current Seriatim shareholders will hold approximately 16% of the Seriatim Shares (on a pre-diluted basis). The Proposed Transaction ascribes a price of $0.20 per Seriatim Share.

Seriatim is currently a capital pool company organized pursuant to TSX Venture Exchange ("TSXV") Policy 2.4 (a "CPC") and the Proposed Transaction is intended to constitute the Company's Qualifying Transaction within the meaning of TSXV Policy 2.3. It should be noted that the final structure of the Proposed Transaction could change from what is described above, as it is subject to receipt of final tax, corporate and legal advice on behalf of both Seriatim and MPI.

About Mountain Power Inc.

MPI produces large capacity battery modules using rechargeable lithium ion cells, supplied by 3rd party battery manufacturers, which are protected and controlled by a battery management system (BMS). MPI develops and owns proprietary software and hardware which is used to control varying arrays of cells in applications requiring high power density and/or high energy density. MPI's current market focus is on the North American telecommunications sector, an industry whose annual battery demand is estimated to exceed $2.2 billion. (source: reportSURE 2006: Global Telecommunications, March 2006). MPI's lithium ion battery packs offer potential advantages over existing lead acid battery options including increased reliability, decreased weight and space requirements, remote monitoring capability, and life-cycle cost competitiveness.

After numerous months of vigorous testing, MPI attained NEBS Level 3 (Network Equipment Building Systems) certification on June 15, 2007. It is expected that achievement will vastly increase MPI's potential world-wide market opportunities in the telecommunications industry. Currently, MPI is well underway in lab and field tests with several major U.S. based telecommunications companies. Mountain Power was incorporated in 1997, focused its business efforts on the telecommunications industry in 2003, placed under current management in 2005 and entered into its first lab test relating to the telecommunications application of the battery modules in April 2006, with a field trial activation in August 2006.

In addition to its primary focus on the telecommunications industry, MPI has identified numerous other fields for its proprietary technology. These include industry, utility, medical, military, and alternative energy.

MPI Financial Information

MPI currently has 104 shareholders, none of whom hold greater than 10% of their issued and outstanding shares.

The following is a summary of the audited financial information of MPI for the years ended June 30, 2006 and 2007 and the unaudited (prepared by Management) 9-month period ended March 31, 2008.

For the 9-month
period from For the year For the year
July 1, 2007 to ended ended
March 31, 2008 30-Jun-07 30-Jun-06
(unaudited) (audited) (audited)
---------------- --------------- --------------
Gross revenue $ 285,774 $ 89,942 $ 16,150
Research & Development
expenses (A) $ 272,261 $ 284,467 $ 204,325
Total expenses $ 1,244,246 $ 1,293,643 $ 815,493
Pre-tax loss $ (952,071) $ (1,198,568) $ (783,623)


As at As at As at
31-Mar-08 30-Jun-06 30-Jun-06
(unaudited) (audited) (audited)
---------------- --------------- --------------
Current assets $ 295,977 $ 328,438 $ 226,640
Capital assets, net $ 175,902 $ 153,065 $ 39,867
Current liabilities $ 120,518 $ 292,426 $ 374,322
Long-term liabilities $ 1,060,354 $ - $ -
Share capital $ 3,549,932 $ 3,495,932 $ 2,348,117

equity(deficiency) $ (708,993) $ 189,077 $ (107,815)

(A) Net of SR&ED grant of $217,600 received in 2007 and $177,500 received
in 2006.

Proposed Directors of Amalco

Steven Andersen (Delta, British Columbia) - Proposed President, CEO & Director. Mr. Andersen is a Douglas College and Simon Fraser University-educated entrepreneur with a broad network of international companies including ties to Asian trading companies gained over 30 years of business management and development experience. In 1976 Mr. Andersen started and ran Andersen Marketing Services Ltd., a merchandising company specializing in providing store design and specialized layouts to independent pharmacies. In 1988, Mr. Andersen formed Andersen & Associates Seafoods Ltd., where he became more involved with the seafood industry, initially on a custom processing basis then moving into the buying and export development operations. In 2002, Mr. Andersen formed Andersen Brown Financial Services Inc., a company focused on financing and fundraising for new venture and small to medium-sized enterprises. Mr. Andersen has been with MPI in the roles of President & CEO since June 2005.

Richard Hopp (Delta, British Columbia) - Proposed Vice President Corporate Development & Director. Mr. Hopp has over 28 years experience in management, energy marketing, project development, financing and business development. He has an extensive background in energy policy development and direct energy marketing. In 1995, he was co-founder of ETA Canada which became Maxim Power Corp., a TSX listed company which today has a market capitalization of over $320 million and over 600MW of operating projects in its portfolio. Mr. Hopp left Maxim Power Corp. in June 2006 prior to joining MPI. Mr. Hopp holds a B.Sc. in Applied Economics from UBC (1978) and a Masters of Public Administration from the University of Victoria (1981). He serves as Director on several boards: Independent Power Producers Association of British Columbia, HTEC-Hydrogen Technology & Energy Corporation, Run of River Power Inc., and Western Biomass. Mr. Hopp has been with MPI in the role of Vice President, Corporate Development since joining Mountain Power Inc. in July 2006.

David Horton (Vancouver, British Columbia) - Proposed Director. Mr. Horton has been part of Canaccord Capital's Corporate Finance team since 1990, currently in the position of Senior Vice President and Director. He has been instrumental in growing the department's focus on early-stage opportunities into our present Public Venture Capital group. Mr. Horton oversees the full spectrum of activities required to service and provide financing to emerging growth companies. Prior to joining Canaccord Capital, Mr. Horton gained extensive experience in the venture capital merchant banking area as an entrepreneur, owning and managing private and public companies. Mr. Horton holds a B.Comm. from the University of British Columbia and a MBA from the University of Western Ontario.

Ken Broom (Mission, British Columbia) - Proposed Director. Mr. Broom is currently VP, BAK Batteries Ltd. and formerly Executive Vice President with Moli Energy Corp where he spent 23 years. His duties have included manager of QA, general manager of operations and VP of operations. Prior to E-One Moli Mr. Broom worked for Duracell and Dow Chemical. He received his B.Sc. in chemical engineering from the University of Western Ontario.

Hank Petranik (Calgary, Alberta) - Proposed Director. Mr. Petranik's career has concentrated on commercial opportunities within the marketing and business development segments of the energy sector. Mr. Petranik has held progressing degrees and types of functional responsibility in producer, regulated utility, and independent marketer environments. This background has provided the foundation to demonstrate his strengths in the identification, development, negotiation, and implementation of business opportunities. Recent positions include VP of Liquified Natural Gas for TransCanada PipeLines Ltd. and President of Maxima Energy Services, an independent strategic marketing and business management advisor.

Edward J. Fry (Phoenix, Arizona) - Existing Director of Seriatim. Mr. Fry is a self-employed businessman who specializes in private real estate development, finance and syndication. He served as Chairman and Director of Safe Harbour Inc. and has served as a director on various public company boards.

Doug Porter (Calgary, Alberta) - Existing Director of Seriatim. Mr. Porter is Principal of Porter Valuations Inc., a specialty valuation firm providing valuation and financial consulting services to a broad spectrum of private and public companies throughout Western Canada. He also serves as Vice President, Finance and CFO of Meridian Directional Services Inc., an oilfield services company based in Calgary. From 1997 to 2005 he was the Managing Director of Smith Cageorge Porter Inc. From 1990 to 1997 he held various positions with the Calgary office of an international accounting firm, where he obtained his Chartered Accountant Designation. He has a Bachelor of Commerce degree from the University of Calgary (1990). He obtained his Chartered Business Valuator designation in 1999. He is currently a director of Manson Creek Resources Ltd. (TSXV-listed).


The Proposed Transaction will be completed in conjunction with a brokered equity offering to be completed contemporaneously with the closing of the Proposed Transaction. Under the terms of this financing, MPI will raise $3,000,000 by the issuance of common shares of MPI ("MPI Shares"). However, upon Closing of the Proposed Transaction, the MPI Shares will be exchanged for Seriatim Shares on the same basis as existing MPI Shares, as described above. Proceeds will be used for continued R&D, marketing and general working capital purposes.

Loan to be Advanced

Subject to TSXV and regulatory approval and certain specific due diligence steps, Seriatim intends to advance the sum of $225,000 to MPI in the form of a refundable unsecured advance ("Refundable Advance") prior to the completion of the Proposed Transaction. MPI intends to utilize the loan proceeds for general operating and working capital purposes. In the event that closing of the Proposed Transaction does not occur by November 15, 2008, the Refundable Advance will be repayable to Seriatim at that date.

Conditions of Closing

The Proposed Transaction is an arm's-length transaction as the directors and officers of Seriatim have no ownership or other interest in MPI. As part of the regulatory process, Seriatim anticipates convening an annual and special meeting of shareholders and mailing a management information circular as soon as practicable. The Seriatim Shares will remain halted until such time as the submission of required information to the TSXV and permission to resume trading has been obtained from the TSXV.

A general policy of the TSXV requires that a sponsor be retained to prepare a Sponsor Report in compliance with TSXV Policy 2.2. If an exemption from such sponsorship is not available to Seriatim, then Seriatim will seek a Sponsor immediately following such determination.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

All information contained in this news release with respect to MPI was supplied by MPI for inclusion herein and, with respect to such information, Seriatim and its board of directors and officers have relied on MPI.

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.

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