FIBER OPTIC SYSTEMS TECHNOLOGY, INC. ANNOUNCES RECEIPT OF TSX VENTURE FINAL
APPROVAL FOR ITS PRIVATE PLACEMENT AND ACQUISITION OF MARCON INTERNATIONAL
INC.
TSX Venture Exchange: FOX
TORONTO, Oct 4 /CNW/ - Fiber Optic Systems Technology, Inc. ("FOX-TEK" or the "Corporation") is pleased to announce that it has received final TSX Venture approval and therefore has completed its acquisition of Marcon International Inc.("Marcon") originally announced by press releases dated April 8, May 19, August 4, August 13, August 27 and September 27, 2010 (the "Acquisition"). As such, Marcon is now a wholly owned subsidiary of the Corporation.
In connection with the Acquisition, the Corporation completed a private placement financing (the "Financing") raising aggregate gross proceeds of $1,400,872. The details of the Financing are more fully described below.
Upon completion of the Financing and the Acquisition, the Corporation now has the following securities issued and outstanding, as more fully detailed below:
Shares issued and outstanding: Shares issuable pursuant to mergers and acquisition fee Warrants issued and outstanding: Options issued and outstanding: Fully Diluted: |
|
164,094,848 833,333 33,756,658 2,705,165 201,390,004 |
For full disclosure regarding the Acquisition and the businesses of Marcon, please refer to the Corporation's filing statement (the "Filing Statement") dated August 27, 2010, a copy of which can be accessed through the Corporation's profile on SEDAR (www.sedar.com).
The Acquisition
Pursuant to the terms of a share exchange agreement dated August 1, 2010 (the "Share Exchange Agreement"), the Corporation agreed to acquire all of the issued and outstanding securities in the capital of Marcon in exchange for common shares in the capital of the Corporation.
In accordance with the policies of the TSX Venture Exchange, a total of 91,814,668 common shares are subject to Tier 2 surplus escrow agreement (the "Escrow Agreement"). The Escrow Agreement provides for staged releases over a period of three (3) years.
As further disclosed in the Filing Statement, in conjunction with the closing of the Acquisition, the following individuals have been appointed as the directors and officers of Corporation:
Name | Position(s) | |
Allen Lone | President and Director | |
Sean Carr | Chief Financial Officer | |
Tony Boogmans | Director | |
Steve Ewaskiw | Director | |
Jay Vieira | Director |
In condition with the Acquisition, Marcon has agreed to pay a merger and acquisition fee of $120,000 to Fraser Mackenzie Limited, an arm's length party to the Corporation and Marcon. $70,000 of the fee will be paid in cash and the remaining $50,000 will be satisfied through the issuance of 833,333 shares in the capital of the Corporation at a deemed price of $0.06 per share.
The Financing
Concurrently with the closing of the Acquisition, Corporation completed the Financing raising aggregate gross proceeds of $1,400,892 at a price of $0.06 per unit (the "Unit"). Each Unit is comprised of one common share and one common share purchase warrant (the " Warrant"). Each Warrant, which expires on September 24, 2013, entitles the holder thereof to acquire one common share at a price of $0.15 per common share from September 24, 2010 to September 25, 2012 and $0.20 per common share from September 25, 2012 until September 24, 2013. In connection with the Financing, Corporation paid an aggregate of $68,753.12 to various arm's length parties and issued an aggregate of 1,145,905 broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder thereof to acquire one unit (the "Broker Unit") at a price of $0.06 per Broker Unit until September 24, 2012. Each Broker Unit shall have the same terms as the Units issued pursuant to the Financing.
About Marcon, FOX-TEK:
Marcon is a privately-owned, Ontario based, industrial supply contractor servicing the energy sector and a number of US Government entities. Marcon's principal business is the sale and distribution of industrial parts and equipment (Electrical, mechanical and Instrumentation.) In addition to departments and agencies of the U.S. Government, Marcon's major clients include Saudi Arabia-Sabic Services (Refining and Petrochemical), Bahrain National Gas Co, Bahrain Petroleum, Qatar Petroleum, Qatar Gas, Qatar Petrochemical, Gulf of Suez Petroleum, Agiba Petroleum and Burullus Gas Co.
"FOX-TEK" develops non-intrusive asset health monitoring sensor systems for the oil and gas market to help operators track the thinning of pipelines and refinery vessels due to corrosion/erosion, strain due to bending/buckling, and process pressure and temperature. FOX-TEK's FT fiber optic sensor and PinPoint systems allow cost-effective, 24/7 remote monitoring capabilities to improve scheduled maintenance operations, avoid unnecessary shutdowns, and prevent accidents and leaks.
Marcon, FOX-TEK have offices in Oakville, Ontario; Toronto, Ontario and Alberta. FOX-TEK is traded on the TSX Venture Exchange under the symbol "FOX". For more information, visit www.fox-tek.com.
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.
This press release contains forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. Actual results may differ materially from those currently anticipated. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements are detailed from time to time in FOX-TEK's periodic reports filed with the Ontario Securities Commission and other regulatory authorities. FOX-TEK has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information:
FOX-TEK contact:
Allen Lone, President & CEO, Fiber Optic Systems Technology, Inc., Tel: (905) 338-2323 Ext 22
email: [email protected]
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