Stompy Bot Corporation

June 22, 2015 16:15 ET

Stompy Bot Corporation (Formerly Scorp Energy Ltd.) and Stompy Bot Productions, Inc. Complete Business Combination

VICTORIA, BRITISH COLUMBIA--(Marketwired - June 22, 2015) - Stompy Bot Corporation (formerly Scorp Energy Ltd.) (the "Company") and Stompy Bot Productions, Inc. ("Stompy") are pleased to announce the completion, effective June 18, 2015, of the business combination by way of a three cornered amalgamation (the "Transaction") as contemplated by the plan of arrangement of Web Watcher Systems Ltd. ("Web Watcher") which was completed on June 5, 2015. Pursuant to the terms of the Transaction, Stompy and 682147 N.B. Ltd., a wholly owned subsidiary of the Company ("Subco"), amalgamated pursuant to the terms of an amalgamation agreement dated May 5, 2015, as amended on May 31, 2015 (the "Amalgamation Agreement").

In connection with the Transaction the Company changed its name to "Stompy Bot Corporation" and consolidated its common shares on a three (3) for (1) one basis (the "Consolidation"). Effective June 18, 2015, each former Stompy shareholder is entitled to receive one (1) common share in the capital of the Company, following the Consolidation which was effected on May 29, 2015 (the "Common Shares"), for every 2.1323 common shares of Stompy held (the "Exchange Ratio"). This will result in former Stompy shareholders acquiring ownership and control of 35,319,086 Common Shares, representing approximately 88.03% of the issued and outstanding Common Shares. The Company has also issued an aggregate of 2,978,005 stock options ("Replacement Options") in consideration of the cancellation of former stock options of Stompy, which Replacement Options are exercisable into Common Shares at exercise prices ranging from approximately $0.10 to approximately $0.21 and bearing same terms and conditions as the former Stompy options so cancelled, subject only to adjustment in accordance with the Exchange Ratio.

Further, in connection with the Transaction, the former board of directors and officers of the Company have resigned and the board of directors and management of the Company are now as follows:

Martin James Taylor - President and Director

Mr. Taylor has been the president and a founding member of Stompy since May 2012. Mr. Taylor is responsible for building the Stompy team and ensuring the company's vision, mission, and overall direction remain clear. Mr. Taylor also serves as executive producer on Stompy's flag ship product, Heavy Gear Assault. Mr. Taylor is a founding member of Studio MekTek, Inc. ("MekTek"), which started as a community mod group in 2000 and was eventually incorporated in 2009. During his time with MekTek, Mr. Taylor served as project director for MekPaks 1 through 3, and the MechWarrior4 Free Release in partnership with Microsoft Games Studio. Prior to founding Stompy and incorporating MekTek, Mr. Taylor worked in the aviation industry as Office Manager and Corporate Secretary for Ocean Air Flight Services from 2008 to May 2012.

Vince McMullin - Director

Mr. McMullin has been the Chairman of Stompy since June 2014, is a founder and has been the President of MekTek since 2009. As founder of Stompy, Mr. McMullin has helped create, communicate, and implement Stompy's overall vision as an independent video game publisher. Mr. McMullin has led the development and implementation of Stompy's business strategy by formulating and implementing a strategic plan which guides the direction of Stompy. Mr. McMullin is focused on maintaining awareness of the digital entertainment landscape, opportunities for expansion, customers, markets, new industry developments and standards. Prior to founding Stompy, Mr. McMullin's past technical and executive positions required strong leadership responsibilities while working with organizations such as Microsoft, United Nations, and the National Research Council. As a published author, Mr. McMullin first championed the concept of independent publishing in his native province of New Brunswick in 2008, while Director for Trinity Publishing, a provider of digital revenue systems for independent artists, writers, and musicians. Mr. McMullin received his Master of Science (MSc.) degree from the University of New Brunswick in 2008 and his Bachelor of Science (BSc.) degree from Cape Breton University in 2005.

Michael John Soloman - Director

Michael Soloman is a director and founder of Stompy. Mr. Soloman has been involved with the gaming industry for over 18 years and brings that experience to bear in his role as director of Stompy. He has an associate's degree from Macomb County Community College in Macomb, Michigan. Over the last fourteen years, Mr. Soloman has been employed at Utica Pump Company, Inc. primarily in the role of sales and service of residential water pumps. Since 1998, Mr. Soloman has been involved with the gaming industry in many capacities, to include: writer, editor, producer, website administrator, system administrator and lead tester.

John Nguyen - Vice-President and Director

Mr. Nguyen has been the Vice-President and Marketing Director of Stompy since March 2014. Prior to joining Stompy, Mr. Nguyen was Marketing Director for Dream Pod 9, the creator of Heavy Gear, from May 2008 to December 2012. Prior thereto, Mr. Nguyen was a partner at Nguyen Beauchamp Attorneys, where he practiced criminal defence and constitutional law. Mr. Nguyen received his Bachelor of Law (LLB) from the Université du Québec à Montréal in 2005 and was called to the Quebec Bar in 2007. Mr. Nguyen also briefly served as a member of the Canadian Forces as an officer.

Marc Buchmann - Director

Mr. Buchmann has been the Business Development Director and a Director of Stompy since August, 2014. Mr. Buchmann has provided consulting services to Stompy since June, 2014. Mr. Buchmann has been an entrepreneur for the past 20 years, working and volunteering with politicians from 1998 to 2014, developing aspects of the Billion Tree campaign with the United Nations Environmental Protection Agency from 2004 to 2009, and consulting for private sector businesses in the fields of Information Technology and Business/Economic Development from 1998 to 2014. Mr. Buchmann has also been very actively involved in the video game community as a modification creator, alpha tester and design feedback provider, and is the creator of various optimizations for gaming specific and computer performance on the PC platform. Mr. Buchmann has extensive experience as an information technology consultant, systems design and implementations. Mr. Buchmann also provides Internet business development and growth consulting for clients.

David Garland - Chief Financial Officer and Director

David Garland has been a director and CFO of Stompy since June 1, 2015. Mr. Garland has extensive experience with both private and public Canadian and US exchange high-tech companies for over 18 years and brings that experience to bear in his role as director and CFO of Stompy. He has a Master of Accounting degree from the University of Waterloo and is a CPA-CA, CPA-CMA and CPA (Illinois). Currently, Mr. Garland is involved in the decision making process for the company and maintains an active role in the day to day financial business of the company in an unpaid capacity, volunteering his time to forward the company's goals. Over the last five years, Mr. Garland has been employed in a CFO role for Pathways to Education, Sernova Corp. and most recently, Highcourt Partners Ltd.

As a result of the Transaction, the persons listed below now hold the securities listed below:

  • James Martin Taylor who is located in Soquel, California, acquired and now holds 4,689,772 common shares in the capital of the Company, representing approximately 11.69% of the outstanding Common Shares (based on 40,120,319 issued and outstanding common shares as at the date hereof) and options to acquire up to an additional 656,568 common shares of the Company. If all such options were exercised on the date hereof, the Mr. Taylor would hold 5,346,340 Common Shares, which would represent approximately 13.11% of the issued and outstanding Common Shares on a partially diluted basis (calculated based on 40,776,887 Common Shares being issued and outstanding assuming the exercise of his options only);

  • John Nguyen who is located in Cornwall, Ontario, acquired and now holds 4,189,772 common shares in the capital of the Company, representing approximately 10.44% of the outstanding Common Shares (based on 40,120,319 issued and outstanding common shares as at the date hereof) and options to acquire up to an additional 656,568 common shares of the Company. If all such options were exercised on the date hereof, Mr. Nguyen would hold 4,846,340 Common Shares, which would represent approximately 11.89% of the issued and outstanding Common Shares on a partially diluted basis (calculated based on 40,776,887 Common Shares being issued and outstanding assuming the exercise of his options only); and

  • Vince McMullin who is located in Saint John, New Brunswick, acquired and now holds 4,689,772 common shares in the capital of the Company, representing approximately 11.69% of the outstanding Common Shares (based on 40,120,319 issued and outstanding common shares as at the date hereof) and options to acquire up to an additional 656,568 common shares of the Company. If all such options were exercised on the date hereof, MR. McMullin would hold 5,346,340 Common Shares, which would represent approximately 13.11% of the issued and outstanding Common Shares on a partially diluted basis (calculated based on 40,776,887 Common Shares being issued and outstanding assuming the exercise of his options only).

The above shareholders acquired the above-noted securities of the Company for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over the Common Shares or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. The Common Shares of the Company and the options were acquired by the above shareholders pursuant to the exemption from prospectus requirements under section 2.11 of National Instrument 45-106.

A copy of the Early Warning Report filed under applicable Canadian provincial securities legislation in connection with the above shareholder's shareholdings in the Company may be found at www.sedar.com under the Company's profile.

Also in connection with the closing of the Transaction, the Company has submitted an application to the Canadian Securities Exchange ("CSE") to list its common shares on the CSE. The Company will provide further updates on expected timing of listing on the CSE, which will be subject to CSE approval.

Forward-Looking Information

Certain information set forth in this news release may contain forward-looking information that involve substantial known and unknown risks and uncertainties. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of the Company and Stompy, including, but not limited to, the impact of general economic conditions, industry conditions, and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking information. The parties undertake no obligation to update forward-looking information except as otherwise may be required by applicable securities law.

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