ThermoCeramix Corporation
TSX VENTURE : TCX

March 31, 2014 22:32 ET

Thermoceramix Corporation (Formerly Springrock Capital Inc.) Announces Closing of Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - March 31, 2014) -

NOT FOR DISSEMINATION TO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

ThermoCeramix Corporation (formerly Springrock Capital Inc.) (TSX VENTURE:TCX (formerly SGK.P)) (the "Corporation") is pleased to announce that it has closed its previously announced qualifying transaction ("Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"). In connection with the Qualifying Transaction, the Corporation has acquired all of the issued and outstanding securities of ThermoCeramix Inc. ("TCX"), pursuant to a three-cornered amalgamation of its wholly owned subsidiary SGK MergerSub Inc. and TCX, and issued 26,274,409 common shares ("Common Shares") of the Corporation at a deemed price of $0.50 per common share. The Corporation also issued an aggregate of 2,637,945 options and an aggregate of 934,300 warrants to purchase Common Shares to the holders of options and warrants of TCX.

Upon receiving final approval of the Qualifying Transaction from the Exchange, the Corporation will be a Tier 2 Technology Issuer trading under the symbol "TCX". The Corporation will issue a further press release advising when final acceptance of the Qualifying Transaction by the Exchange has been received and the expected date for the Common Shares to recommence trading on the Exchange.

The Corporation also filed articles of amendment to change its name to ThermoCeramix Corporation and to consolidate its outstanding common shares on the basis of one (1) post-consolidation common share for every two and one-half (2.5) pre-consolidation common share.

Effective as of the completion of the Qualifying Transaction, each of Anthony J. Wonnacott (Chief Executive Officer and director of the Corporation), Bradley J. Boland (Chief Financial Officer and director of the Corporation), C. Winston Bennett (director of the Corporation) and Aaron M. Wolfe (director of the Corporation) resigned from their positions as directors and officers of the Corporation.

In connection with and effective as of the closing of the Qualifying Transaction, the board of directors of the Corporation has been increased to five members and now consists of Louis Desmarais, Kimberly Holden, Robert Barton, Jean Bedard and Louis Maroun. The board has appointed Louis Desmarais as President, Chief Executive Officer and Chairman, and Joseph Mah has been appointed as Chief Financial Officer.

For biographies of the current directors and management team of the Corporation, please see the Corporation's filing statement dated March 26, 2014 relating to the Qualifying Transaction (the "Filing Statement") filed under the Corporation's SEDAR profile at www.sedar.com.

Option Grants

Also in connection with the closing of the Qualifying Transaction, the Corporation granted incentive stock options to directors and officers of the Corporation to acquire an aggregate of 1,661,167 Common Shares with the following exercise prices and expiration dates:

  1. 575,000 stock options at an exercise price of US$0.20 expiring on April 17, 2023;
  2. 100,000 stock options at an exercise price of $0.20 expiring on April 17, 2023;
  3. 100,000 stock options at an exercise price of $0.20 expiring on May 24, 2021;
  4. 57,000 stock options at an exercise price of $0.20 expiring on May 31, 2023;
  5. 104,167 stock options at an exercise price of US$0.20 expiring on October 31, 2023;
  6. 75,000 stock options at an exercise price of US$0.20 expiring on November 14, 2023;
  7. 650,000 stock options at an exercise price of US$0.20 expiring on July 29, 2021;

These incentive stock options have been granted in exchange for options issued and outstanding prior to the date hereof, all of which have been cancelled as condition to and in connection with the closing of the Qualifying Transaction.

Early Warning Reports

As a result of the completion of the Qualifying Transaction:

  1. Louis Desmarais of Montréal, Québec, the President, CEO and a director of the Corporation, now beneficially owns or controls 3,650,894 Common Shares, representing approximately 13.5% of the outstanding Common Shares of the Corporation on an undiluted basis. In addition, Louis Desmarais holds 1,179,167 options to purchase Common Shares of the Corporation, each of which may be exercised for one Common Share at a price of US$0.20 per share.

  2. St-Lawrence Capital, LP, a venture capital fund headquartered in Montréal, Québec and controlled by Jean Bédard, a director of the Corporation, now beneficially owns or controls 6,950,556 common shares of the Corporation, representing approximately 25.7% of the outstanding common shares of the Corporation on an undiluted basis. In addition, Jean Bédard holds 75,000 options to purchase Common Shares of the Corporation, each of which may be exercised for one Common Share at a price of US$0.20 per share.

Each of the aforementioned persons beneficially owns and controls their respective common shares of the Corporation for investment purposes. Each of these persons may in the future take such actions in respect of their holdings as they individually deem appropriate in light of the circumstances then existing, including the purchase of additional common shares of the Corporation through open market purchases, or the sale of all or a portion of their individual holdings in the open market, or in privately negotiated transactions to one or more purchasers (subject to applicable hold periods).

The securities of the Corporation held or controlled by each of the aforementioned persons are subject to the escrow restrictions described in the Filing Statement in accordance with applicable Canadian securities laws.

The parties relied on the business combination and reorganization exemption available under section 2.11 of National Instrument 45-106 - Prospectus Exempt Distributions.

About ThermoCeramix Corporation (formerly Springrock Capital Inc.)

The Corporation is a Capital Pool Company and intends for the acquisition of TCX to constitute its Qualifying Transaction as such term is defined in the policies of the Exchange. The Qualifying Transaction is not a non-arm's length transaction pursuant to the policies of the Exchange.

About ThermoCeramix, Inc.

TCX is an engineering company incorporated under the Delaware General Corporation Law. TCX is engaged in the research and development of heating solutions for industrial, commercial and residential applications. These solutions utilize TCX™ film heater technology, a patented and proprietary technology for which TCX holds a patent portfolio.

Cautionary Note

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Qualifying Transaction cannot close until the required approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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.

Forward-Looking Statements

Certain information set forth in this press release may contain "forward-looking statements" or "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein may constitute forward-looking statements. Any such forward-looking statements may be identified by words such as "will" "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Any such statements are not guarantees of future performance and undue reliance should not be placed on them. Any such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Corporation's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. There can be no assurance that any such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE CORPORATION AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE CORPORATION MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

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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