TORONTO, ONTARIO — (Marketwired) — 11/24/14 — Coltrane Technologies Inc. (“Coltrane”) – A correction from source is issued with respect to the news release that was disseminated on November 21, 2014 at 8:30 a.m. (Toronto time). The name of the wholly-owned subsidiary of Coltrane in the original release should have read: “2441043 ONTARIO INC.”. The correct version follows:
Coltrane Announces Business Combination with Acpana Business Systems
Coltrane Technologies Inc. (“Coltrane”) is pleased to announce that Coltrane, Acpana Business Systems Inc. (“Acpana”), operating as Data Deposit Box, and 2441043 Ontario Inc., a wholly-owned subsidiary of Coltrane, have entered into an amalgamation agreement (the “Amalgamation Agreement”) dated as of November 17, 2014, pursuant to which the parties intend to complete a business combination by way of a three-cornered amalgamation (the “Amalgamation”) under the Business Corporations Act (Ontario).
Pursuant to the terms of the Amalgamation Agreement, each shareholder of Acpana and Coltrane Subco will be entitled to receive one (1) common share (a “Coltrane Share”) of Coltrane for every one (1) common share of Acpana or common share of Coltrane Subco, as applicable, held by such shareholder. In addition, each holder of a stock option or warrant of Acpana and each holder a warrant or a broker warrant of Coltrane Subco will receive an equal number replacement stock options (“Coltrane Options”), warrants (“Coltrane Warrants”) and broker warrants (“Coltrane Broker Warrants”) of Coltrane, as applicable.
Acpana Capitalization
Acpana currently has outstanding 2,754,008 common shares, 149,803 warrants and 359,000 stock options. Prior to completion of the Amalgamation, Acpana will subdivide its common shares on a six (6) post-consolidated common shares for one (1) pre-consolidation common share (the “Subdivision”). The Subdivision will result in Acpana having 16,524,408 common shares, 898,818 warrant and 2,154,000 options outstanding immediately prior to the Amalgamation.
Private Placements
Prior to the Amalgamation, Coltrane Subco will complete a series of private placements (collectively, the “Private Placements”) resulting in the issuance of up to 5,500,000 units of Coltrane Subco (the “Units”) for gross proceeds of up to $1,230,000. Each Unit will be comprised of one common share (a “Subco Share”) and one Subco Share purchase warrant (a “Subco Warrant”), each Subco Warrant will entitle the holder thereof to acquire a Subco Share at a price of $0.30 or $0.50, as applicable, per share for a period of eighteen (18) months from the date of issuance. In addition, Coltane Subco will pay a commission to eligible person equal to 8% of the gross proceeds of the Private Placements and issue broker warrants (“Subco Broker Warrants”) equal to 8% of the Units issued pursuant to the Private Placements. Each Subco Broker Warrant will entitle the holder to acquire one Unit for a period of eighteen (18) months following the listing of the Coltrane Shares on a recognized stock exchange.
The Amalgamation and the Subdivision must be approved by two-thirds of the votes cast by shareholders present and voting at the special meeting of Acpana shareholders to be held on November 28, 2014. The board of directors of each of the companies have approved the Amalgamation and the board of directors of Acpana has unanimously resolved to recommend that its shareholders vote their securities in favour of the Amalgamation and the Subdivision.
Resulting Capitalization
After completion of the Amalgamation, assuming completion of the Private Placement and the Subdivision, an aggregate of 23,043,408 Coltrane Shares will be issued and outstanding with former shareholders of Acpana holding 16,524,408 Coltrane Shares, representing approximately 71.7% of the then outstanding Coltrane Shares, former shareholders of Coltrane Subco holding approximately 5,500,000 Coltrane Shares, representing approximately 23.8% of the then outstanding Coltrane Shares and the original shareholders of Coltrance holding 1,019,000 Coltrane Shares, representing approximately 4.4% of the then outstanding Coltrane Shares.
Coltrane Management
Upon completion of the Amalgamation, the board of directors of Coltrane shall be increased to five (5) directors (three (3) of whom shall be nominees of Acpana) and consist of the following persons and management of Coltrane shall be comprised of the following persons:
Troy Cheeseman, President – Chief Operating Officer and Director
Mr. Cheeseman is currently the President of Data Deposit Box. He has over 15 years of Intellectual Technology and Business Operations experience encompassing the public and private sectors. Mr. Cheeseman has worked directly for Citi Technology and Infrastructure with CITI, one of the largest financial services institutions globally, for over twelve years. During this time, Mr. Cheeseman was the Canadian country head for the ICG CTI team, the NAM CTI head for the GTS business and was the Securities and Fund Services global head of CTI Service Delivery Management, a business aligned role leading all technology infrastructure management efforts.
Tim Jewell – Chief Executive Officer and Director
Mr. Jewell is the inventor of Data Deposit Box. Prior to developing Data Deposit Box, Mr. Jewell was a Marketing Representative and Systems Engineer at IBM, where he put his expertise and insight to use in all ends of the product development spectrum. As an Intellectual Technology consultant, Mr. Jewell developed internet-based solutions for a variety of clients, from technology vendors to major Canadian finance organizations and subsequently became Chief Technology Officer for BayStreetDirect.com, which was recently bought by NIAD Systems. Mr. Jewell holds a B.A.Sc. in Electrical Engineering and Computer Science from the University of Waterloo.
Chris Irwin – Corporate Secretary and Director
Mr. Irwin practices securities and corporate/commercial law and has been the managing partner of Irwin Lowy LLP since January 2010, prior thereto he was the President of Irwin Professional Corporation from August 2006. Mr. Irwin advises a number of public companies, board of directors and independent committees on a variety of issues. Mr. Irwin is a director and/or officer of a number of public companies, including: Kerr Mines Inc., Mag Copper Limited, Laramide Resources Ltd. and Roscan Minerals Corp.
Mike Robb – Chief Financial Officer
As Chief Financial Officer of Data Deposit Box, Mr. Robb has over 20 years– experience as a financial executive in both public and private sectors. Prior to starting his management consulting firm, Mr. Robb was Chief Financial Officer and Corporate Secretary of Bid.com, a leading provider of asset management solutions. He was also a partner and Vice President, Finance of Westaim Partners, a venture capital firm that specialized in emerging stage companies. In addition, Mr. Robb was Director of Finance at Classwave Wireless, a leading edge technology company that utilized the emerging Bluetooth standard. He also held the position of Finance Director at Cohn & Wells Ltd., a full-service marketing communication company. Since starting his management consulting firm in 2009, Mike has been an officer of several public companies, including: AirIQ Inc., Hostopia Inc., Futura Rewards and Star Navigation Systems. Mike received his CMA, CPA designation in 1994.
Two additional nominees of Coltrane will be elected to the board of directors upon completion of the Amalgamation.
About Acpana
Acpana was founded in 2001 under the name Data Deposit Box in Toronto, Ontario. With advanced, patented technology, Acpana has been trusted daily by over 50,000 customers supported throughout the world by an extensive partner network of 1,000 resellers and 25 managed service providers. Acpana–s solutions have won prestigious industry awards and it has been featured in leading industry publications.
In early 2011, Data Deposit Box merged its decade–s worth of cloud backup experience with ROBOBAK–s impressive past that formed a dynamic match that will drive the technology to power cloud backup and recovery solutions for small businesses and partners alike for years to come.
Our philosophy is to empower business owners and employees to take a more active role in understanding the value of their data. Massive improvements in technology are generating profound changes in the way companies create and share digital information. In today–s world data is power and we–re excited to see a new generation of businesses moving to embrace cloud-based platforms because the technology allows smaller companies to enjoy unprecedented levels of productivity, mobility, and security.
This news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing Coltrane and its business and affairs, readers should refer to Coltrane–s Management–s Discussion and Analysis. Coltrane undertakes no obligation to update forward-looking information if circumstances or management–s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
Shares Outstanding:1,019,000
Contacts:
Coltrane Technologies Inc.
Roop Mundi
President
604.235.1766
Acpana Business Systems Inc.
Troy Cheeseman
President & COO
647.725.0307
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