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|Charlotte Resources Ltd. and Tranzeo Wireless Technologies Inc. Enter into Definitive Agreement|
VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 6, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Charlotte Resources Ltd. ("Charlotte") (CSE:CHT) and Tranzeo Wireless Technologies Inc. ("Tranzeo") (TSX VENTURE:TZT) are pleased to announce that they have entered into a definitive agreement (the "Agreement"), which sets out the terms of a proposed business combination between Charlotte and Tranzeo previously announced on December 20th, 2013.
Summary of the Transaction
Pursuant to the Agreement, Charlotte will acquire all of the issued and outstanding common shares of Tranzeo by way of a plan of arrangement of Tranzeo (the "Transaction"). Pursuant to the Agreement, Tranzeo shareholders will receive 1 new common share of Charlotte for each 7.5 common shares of Tranzeo held (the "Exchange Ratio").
All outstanding stock options and warrants of Tranzeo will be exchanged for stock options and warrants of Charlotte exercisable to acquire common shares of Charlotte as adjusted based on the Exchange Ratio described above. The remaining terms and conditions of the options and warrants, including the term to expiry will otherwise be unchanged.
The Agreement provides for a $400,000 secured loan to be advanced by Charlotte to Tranzeo. If the Transaction is completed by September 30th, 2014 (the "Termination Date"), then the principal amount of the loan will be payable on demand, without interest, after completion of the Transaction. If the Transaction does not complete by the Termination Date, then the loan will be converted to a term loan repayable in 12 months from the Termination Date with simple interest accruing on the unpaid amount at a rate of 8.0% per annum.
Pursuant to the Agreement, Charlotte has agreed to use reasonable commercial efforts to complete a private placement at a price of $0.15 per unit for gross proceeds of up to $2,000,000 (the "Private Placement"). Each "unit" will consist of one (1) common share and one (1) common share purchase warrant of Charlotte with each warrant entitling the holder to purchase an additional common share of Charlotte at an exercise price of $0.225 for a period of thirty six (36) months from the date of issuance. Additionally if the average trading price for the common shares of Charlotte is $0.40 or higher over ten (10) consecutive days, then Charlotte may accelerate the expiry date of the warrants. Also, a $400,000 loan advanced to Tranzeo by certain lenders (the "Lenders") will be converted into subscriptions pursuant to the Private Placement.
The Agreement also provides that Charlotte will issue units on the same terms as the Private Placement, to certain creditors of Tranzeo to settle up to a total amount of $5,300,000 of debt owed by Tranzeo to such creditors.
Completion of the Transaction is subject to a number of conditions, including completion of due diligence, the completion of the Private Placement, the revocation of Tranzeo's cease trade orders, the receipt of the requisite approval of the CSE, the shareholders of Tranzeo, the shareholders of Charlotte, and the Supreme Court of British Columbia, regulatory and stock exchange approvals as required, and such other conditions as are customary for a transaction of this nature.
Upon completion of the Transaction, Charlotte has agreed to pay a finder's fee of 1,200,000 common shares of Charlotte to Galloway Financial Services Inc.
Charlotte and Tranzeo are preparing a joint management information circular and proxy materials in respect of the Transaction which will be sent to their respective shareholders. A press release will be issued once the information circular is filed and available on SEDAR at www.sedar.com.
Tranzeo designs and manufactures point-to-point and point-to-multipoint high speed wireless infrastructure and produces approximately 200 products including a full spectrum of point-to-point and point-to-multipoint radios, WiMAX equipment and mesh network solutions. Tranzeo's products are used by its clients worldwide which include internet service providers, governments, university and college campuses, militaries, telcos, Fortune 500 companies, small to medium sized enterprises and systems integrators who incorporate Tranzeo's products into wireless solutions. In 2007, Deloitte named Tranzeo as the 153rd fastest growing technology company in North America in its annual "Technology Fast 500" report and the 22nd fastest growing technology company in Canada in its annual "Technology Fast 50" report. In 2008, Tranzeo was named one of British Columbia's Top 25 Exporters under the category of 'advancing technologies' in the BC Export Awards.
Tranzeo operates a state-of-the-art automated manufacturing facility in Pitt Meadows where it designs and produces all of its equipment. Tranzeo has a worldwide dealer network and stocking distributors that service their local markets.
Tranzeo is a company incorporated in British Columbia and listed on the NEX board of the TSX Venture Exchange ("TSXV") under the symbol "TZT". The latest available financial information for Tranzeo is its financial statements for the quarter ended September 30, 2012, which can be found on www.sedar.com. As a result of Tranzeo's failure to file updated financial statements, separate cease trade orders were issued by the securities commissions of British Columbia, Alberta, Quebec and Ontario. Tranzeo shares were by halted on May 9, 2013 following the May 8th, 2013, cease trade order issued by the British Columbia Securities Commission. A suspension of trading was also issued by the TSXV. Currently, Tranzeo is in the process of preparing and filing audited annual financial statements (for the year ended December 31, 2012) and interim financial statements (for the quarters ended, March 31, 2013, June 30, 2013 and September 30, 2013) after which Tranzeo will seek revocation of each cease trade order. Tranzeo is headquartered in Pitt Meadows, British Columbia. Visit http://www.tranzeo.com.
Charlotte Resources Ltd. is a publicly traded company incorporated in British Columbia and listed on the CNSX and trading under the symbol "CHT". Charlotte's only asset is cash.
Further information on Charlotte is available at www.sedar.com.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including CSE acceptance and shareholder approval. The Transaction cannot close until all required approvals have been obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
TSX Venture Exchange has in no way passed upon the merits of the Transaction. Neither 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.
Charlotte and Tranzeo caution the reader that there is no guarantee that any of the potential outcomes from the Agreement will actually occur or be finalized. Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the Transaction; the acquisition of Tranzeo common shares by Charlotte; the number of common shares of Charlotte to be received by Tranzeo shareholders; the Exchange Ratio; the exchange of Tranzeo stock options and warrants for Charlotte stock options and warrants; the terms and conditions of the Charlotte stock options and warrants to be received by former holders of Tranzeo stock options and warrants; the loan advanced by Charlotte to Tranzeo and the contemplated repayment and conversion terms including (but not limited to) the interest payable and term; the Termination Date; the completion and terms of the Private Placement; the terms of the Charlotte common share purchase warrants issued pursuant to the Private Placement; the conversion of a loan advanced by the Lenders into subscription(s) pursuant to the Private Placement; the issuance of units of Charlotte to Tranzeo creditors to settle debt; the amount of debt to be settled by the issuance of units of Charlotte to Tranzeo creditors; the completion of the Transaction; the finder's fee payable by Charlotte; the completion of due diligence; the receipt of CSE, Tranzeo shareholder, Charlotte shareholder and Supreme Court of British Columbia approvals; the preparation, filing and mailing of a joint management information circular and proxy materials; the issuance and filing of a news release once the joint management information circular is filed. Generally, forward- looking information can be identified by the use of forward-looking terminology such as "expects" or "it is expected", or variations of such words and phrases or statements that certain actions, events or results "will" occur.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Charlotte or Tranzeo to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the receipt of all necessary regulatory approvals, the ability to conclude the Transaction, capital expenditures and other costs, and financing and additional capital requirements. Although management of Charlotte or Tranzeo have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. Neither Charlotte or Tranzeo undertakes to update any forward-looking statements or forward- looking information that are incorporated by reference herein, except as required by applicable securities laws.
Tranzeo Wireless Technologies Inc.
(604) 460-6002 or 1 (866) 872-6936
President and CEO
Charlotte Resources Ltd.