TSX Venture Exchange Symbol: CPC.P
TORONTO, July 16 /CNW/ - Chrysalis Capital VI Corporation (the "Corporation" or "Chrysalis") is pleased to announce that it has completed its previously announced qualifying transaction (the "Qualifying Transaction") with Exclamation Investments Corporation ("Exclamation").
The Qualifying Transaction received unanimous approval of the majority of the minority of shareholders of Chrysalis who voted at the annual and special meeting of the shareholders held on July 12, 2010 and was subsequently completed on July 14, 2010. A copy of the information circular relating to the Qualifying Transaction is available on SEDAR at www.sedar.com.
"We're very pleased with the unanimous response received from our shareholders," commented Robert Munro, President of Chrysalis. "Finding a transaction that we felt provided value to our shareholders and was financeable in these volatile markets took a long time and we now look forward to turning our attention to closing Chrysalis VII's qualifying transaction and the IPO of Chrysalis VIII in the coming months."
Immediately prior to the completion of the Qualifying Transaction, Exclamation closed a private placement (the "Exclamation Financing") of an aggregate of 15,015,160 common shares (the "Exclamation Common Shares") for aggregate gross proceeds of approximately $750,000. The net proceeds of the private placement are intended to be used primarily for investment purposes. The 15,015,160 Exclamation Common Shares were subsequently exchanged for 5,005,054 common shares in the capital of Chrysalis (the "Common Shares") in connection with the Qualifying Transaction.
"During the going-public process we successfully raised capital from 65 new shareholders," commented Marc Lavine, Chairman of Exclamation. "This is a great vote of confidence in Exclamation's business plan."
"Completing this transaction is an important first step for Exclamation," stated Daniel Shields, Chief Financial Officer of Exclamation. "Now, as a publicly listed company, the foundation has been established to allow us to execute on our strategy."
Pursuant to the terms of the Qualifying Transaction, the holders of the outstanding Exclamation Common Shares have exchanged such shares for Common Shares on a one Common Share for every three Exclamation Common Shares basis and the holder of the one founder convertible share of Exclamation exchanged such share for one founder convertible share of Chrysalis (the "Founder Convertible Share"). Chrysalis also filed articles of amendment to change its name to "Exclamation Investments Corporation" and to create the Founder Convertible Share.
The Founder Convertible Share is convertible, at any time at the option of the holder and without additional consideration, into Common Shares such that after conversion, the holder of the Founder Convertible Share will receive 4,912,656 Common Shares, being such number of Common Shares as if it held 15% of the issued and outstanding Common Shares calculated immediately after the completion of the Qualifying Transaction. The Founder Convertible Share is non-voting except as required by law. Subject to the prior rights of any class of shares ranking in priority to the Founder Convertible Share and the Common Shares, the holder of the Founder Convertible Share shall be entitled to receive dividends on an as-converted basis if and when declared by the board of directors of the Corporation on the Common Shares. The Founder Convertible Share does not entitle the holder thereof to any preference over holders of other classes of shares of the Corporation with respect to the payment of dividends.
As a result of the completion of the Qualifying Transaction, the Corporation currently has 27,838,387 Common Shares issued and outstanding (35,659,882 Common Shares on a fully-diluted basis), consisting of 15,338,387 Common Shares issued to holders of Exclamation Common Shares and 12,500,000 Common Shares currently held by shareholders of the Corporation.
Pursuant to the terms of an escrow agreement (the "Escrow Agreement") dated July 14, 2010 among the Corporation, Equity Transfer & Trust Company and certain escrowed securityholders, an aggregate of 12,541,668 Common Shares have been placed in escrow, whereby 10% of such shares will be released immediately upon the issuance of the TSX Venture Exchange (the "Exchange") bulletin evidencing final acceptance of the Qualifying Transaction and the balance of such shares will be released in equal tranches of 15% every six months thereafter. In addition, options to purchase an aggregate of 1,533,840 Common Shares and the Founder Convertible Share are subject to the terms of the Escrow Agreement, whereby 15% of any shares issuable upon the exercise of such options or conversion of the Founder Convertible Share will be released every six months in accordance with the same release schedule.
The board of directors now consists of Marc Lavine, Daniel Shields, Robert Munro, Jim Kranias and Michael Wolfe. Marc Lavine is the Chairman and Chief Executive Officer and Daniel Shields is the Chief Financial Officer and Corporate Secretary.
The Corporation is no longer considered a Capital Pool Company and trading of the Common Shares is scheduled to resume on the Exchange on Tuesday, July 20, 2010 under the name "Exclamation Investments Corporation" and trading symbol "XI".
Union Securities Ltd. acted as sponsor in connection with the Qualifying Transaction.
For more information concerning Exclamation, please visit www.exclamationinvestments.com.
ABOUT EXCLAMATION INVESTMENTS CORPORATION
Exclamation provides the opportunity for shareholders to co-invest with Marc Lavine, who has been investing and creating businesses under the Exclamation brand since his first venture as one of the co-founders of Cyberplex Inc. in 1996.
Exclamation's investment approach will seek to leverage the investing and business creation expertise of Mr. Lavine to identify and invest in opportunities where active involvement creates a situation for enhanced shareholder value. Exclamation will seek to create value by investing in companies at dichotomous stages of their lifecycle; be it during the initial creation stage or the managing growth stage, where fundamental changes in strategy are often required. It is during these stages where Exclamation's management believes it can have real impact on the company's development.
Exclamation will seek to use this diversified approach to combine predictable, stable cash flow from more mature investments with the significant potential returns from start-ups. Exclamation believes this investment philosophy will distinguish it amongst its peers and provide unique investment opportunities not typically available to many investors.
The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
SOURCE CHRYSALIS CAPITAL VI CORPORATION
For further information: For further information: Exclamation Investments Corporation: Marc Lavine, Chief Executive Officer, Daniel Shields, Chief Financial Officer, t: 1 (888) 838-1666, e: email@example.com, w: www.exclamationinvestments.com