OTTAWA, Oct. 1, 2012 /CNW/ - Ackroo Inc. (TSX-V: AKR) ("Ackroo"), formerly known as Rare Earth Industries Ltd. (formerly TSX-V: RND), announced today that it has closed its planned acquisition of MoneyBar Rewards Inc. ("MoneyBar") pursuant to the terms of the amalgamation agreement entered into between the parties on July 19, 2012. With the private placement proceeds and existing funds in the treasury of Ackroo, the company will have in excess of $6.2 million to further the execution of its business plan.
In connection with the acquisition, Ackroo completed a consolidation of its issued and outstanding common shares on a 2.5 to 1 basis, changed its name from Rare Earth Industries Ltd. to Ackroo Inc. and then issued a total of 45,856,784 common shares and 7,841,467 common share purchase warrants to former shareholders of MoneyBar, including participants in the private placement completed by MoneyBar on July 31 and August 3, 2012. Each warrant issued will entitle the holder to acquire one common share of Ackroo at an exercise price of $0.70 per share, until the date that is thirty six months following re-listing of Ackroo's shares on the TSX Venture Exchange ("TSXV") following closing of the acquisition ("Listing"), subject to adjustment in certain events. Ackroo now has a total of 57,144,133 common shares issued and outstanding.
Ackroo also issued 611,228 agent's options to agents who provided assistance in connection with the private placement completed by MoneyBar. Each agent option entitles the holder to acquire one Ackroo common share and one common share purchase warrant at a price of $0.45 until the date that is two years following the date of Listing. Such warrants are on the same terms as the warrants described above.
On closing of the acquisition each of Tyler Nelson, Eamonn Garry, Greg Feller and Praveen Varshney were appointed to the Ackroo board of directors such that board is now comprised of Tyler Nelson, Eamonn Garry, Greg Feller, Praveen Varshney and Jeff Durno. Ackroo thanks each of Alastair Neill, Robert Chisholm and Rick Cox, each of whom has stepped down from the board of directors on closing, for their service to the company.
The following officers of Ackroo have been appointed on closing: Tyler Nelson as Chief Executive Officer; Ron Frank as President; Eamonn Garry as Chief Technology Officer; John Chapman as Chief Financial Officer; Shawn Kahandaliyanage as EVP Corporate Development; John Shannon as VP Market Development; Jennifer Nelson as VP Marketing and Shane McLean as Secretary.
It is anticipated that the shares of Ackroo will resume trading on the TSXV under the symbol "AKR" shortly after the TSXV issues its final approval of the acquisition. A bulletin will be issued by the TSXV announcing its final approval and the resumption of trading.
Additional details about Ackroo's acquisition of MoneyBar Rewards are set out in the filing statement filed by Ackroo on www.SEDAR.com on September 27, 2012. The foregoing summary of the acquisition is qualified by the more detailed description set out in the filing statement.
Pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues - and applicable Canadian securities legislation, it is announced that MoneyBar Transactions Canada Inc. ("MTC") was issued 7,165,807 common shares of Ackroo in exchange for the 14,331,614 shares of MoneyBar that MTC held prior to closing. These common shares represent approximately 12.5% of the outstanding common shares of Ackroo as of the closing of the acquisition.
Ackroo enables small to medium sized businesses, independent merchants and business networks to increase profitability and build long-term customer relationships through customized loyalty and rewards programs. Their web-based solutions provide the power of a massively scalable software platform in a lightweight online tool that works with existing point-of-sale equipment, making it easy and affordable for businesses of any size to design and launch their own five-star loyalty program. Ackroo's online and in-store loyalty program options provide a blend of stored value capabilities and diverse loyalty incentives, arming businesses with their own 'private currency' and the flexibility to create customized loyalty programs that resonate with their customers. Ackroo is headquartered in Ottawa, Canada. For more information, visit: www.ackroo.com.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable Canadian securities legislation. These forward-looking statements include, among others, statements regarding business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Ackroo Inc. and described in the forward-looking statements contained in this press release. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits Ackroo will derive there-from.
SOURCE: Ackroo Inc.
For further information:
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Vice President, Marketing | Ackroo
Tel: 613‐599‐2396 x705
Email: [email protected]