EDMONTON, April 12 /CNW/ - Serenic Corporation (the "Company" or
"Serenic") (TSX-V:SER), an international software developer and marketer
specializing in the deployment of Microsoft integrated business solutions,
announced today that the Company has arranged, subject to regulatory approval,
a non-brokered private placement for the issuance of up to 850,000 units
("Units") at a price of $0.40 per Unit for maximum gross proceeds of $340,000.
Each Unit shall be comprised of one (1) common share and one (1) transferable
common share purchase warrant exercisable at a price of $0.75 for a period of
one year from closing, provided that if after four months and one day
following the closing date the closing price of the common shares is equal to
or exceeds $0.85 for 20 trading days (which do not need to be consecutive
days), then the warrants shall automatically accelerate to expire on the date
which is 30 days after the 20 trading days.
The proceeds from the private placement, in the sum of up to $340,000,
will be used for debt reduction, marketing and for general working capital
Pursuant to the policies of the TSX Venture Exchange and Ontario
Securities Commission Rule 61-501 ("OSC Rule 61-501") the Private Placement
may be classified as a "related party transaction" as certain directors and
officers of the Company (the "Related Parties") will be subscribing for Units.
The Private Placement was approved by the independent directors of
Serenic who believe that the Private Placement is necessary and that the terms
thereof are reasonable in the circumstances of Serenic. The Related Parties
have not entered into any agreement with Serenic in connection with the
Private Placement other than subscription agreements containing customary
terms and conditions for a transaction of this nature.
Serenic has determined that exemptions from the formal valuation and
minority shareholder approval requirements under OSC Rule 61-501 are
available. In particular, the exemptions set out in paragraphs 2 and 3 in
section 5.5 of OSC Rule 61-501 are applicable since the aggregate
consideration to be paid by the Related Parties does not exceed 25% of the
market capitalization of Serenic as at April 12, 2007 and Serenic is not
listed on the Toronto Stock Exchange but only on the TSX Venture Exchange.
In addition, in reviewing the minority shareholder approval exemptions,
the independent directors determined that the exemption set out in paragraph 2
in section 5.7 of OSC Rule 61-501 is applicable.
In addition, Serenic has granted 400,000 stock options to its directors
and officers who are in a position to contribute to the growth and development
of the Corporation. The options are exercisable at $0.40 per share, priced in
accordance with policies of the Corporation's stock option plan and the TSX
Serenic is also pleased to announce that it has retained High Tech
Venture Capital Inc. and Kirk Exner ("High Tech") to provide corporate
advisory services for the Company.
"We are pleased to announce that we have selected High Tech to strengthen
Serenic's profile amongst the financial community. High Tech will enhance the
Company's visibility and provide Serenic viable options for funding our future
growth," stated Mr. Dwayne Kushniruk, Chairman of Serenic.
The contract with High Tech is for eighteen months, subject to review
after six and twelve months, and in consideration of the services to be
provided, Serenic has agreed to pay an initial monthly retainer of $2,500 and
100,000 stock options granted at price of $0.40 per share, subject to
About Serenic Corporation
Serenic Corporation publishes mission-critical software products for
not-for-profits (NFP), educational institutions and governments. The Company's
products are based on leading application and technology platforms from
Microsoft, including Dynamics NAV, SQL Server, .NET, and Access and are
distributed through value-added resellers and direct sales organizations. In
addition, Serenic Corporation is the exclusive developer of the human resource
management and payroll products distributed by Microsoft as part of its
Dynamics NAV ERP solution for North American markets.
ON BEHALF OF THE BOARD OF DIRECTORS
By: "Dwayne Kushniruk"
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Dwayne Kushniruk, firstname.lastname@example.org,
Phone: 1-877-426-5385 x509