SAINTE-ADÈLE, QC, Feb. 1, 2012 /CNW Telbec/ - Joseph Abbandonato ("Mr. Abbandonato" or the "Offeror"), of 3475 Rolland Street, Sainte-Adèle, Québec, J8B 1E1, announces, pursuant to Regulation 62-103 respecting the Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("Regulation 62-103") that he acquired, through a wholly-owned private corporation, Roncon Consultants Inc., ownership of 657,895 units (each a "Unit") at a price of $0.38 per Unit pursuant to a non-brokered private placement. Each Unit is comprised of one Class A share (each a "Common Share") of Imaflex Inc. ("Imaflex") (representing 1.54% of Imaflex's issued and outstanding Common Shares) as well as one common share purchase warrants (each a "Warrant") entitling the holder thereof to acquire one additional Common Share at a price of $0.45 per Common Share until February 1, 2015.
Further to the private placement, Mr. Abbandonato directly owns 10,684,810 Common Shares (representing 25.08% of the issued and outstanding Common Shares). He directly and indirectly, through its wholly-owned company, owns 12,936,805 Common Shares (representing 30.37% of the issued and outstanding Common Shares) and 1,973,684 Common Share purchase warrants of Imaflex exercisable to acquire 1,973,684 Common Shares. Should the Offeror's Warrants be fully exercised, his holdings, both directly and indirectly, would represent 33.45% of the issued and outstanding Common Shares on a partially diluted basis.
The acquisition of 657,895 Common Shares and 657,895 Warrants was carried out by way of private placement in accordance with and in reliance on the "Employee, Executive Officer, Director and Consultant" exemption in section 2.24 of Regulation 45-106 respecting Prospectus and Registration Exemptions.
The securities of Imaflex are held by Mr. Abbandonato for investment purposes. Mr. Abbandonato expects to review from time to time his investment in Imaflex and may, depending on the market and other conditions: (i) acquire securities or related financial instruments of Imaflex in the open market, in privately negotiated transactions or otherwise, and/or (ii) dispose of all or a portion of the securities or related financial instruments of Imaflex over which he now or hereafter exercises, or may be deemed to exercise, control or direction, or owns.
Additional information is provided in the early warning report filed on www.sedar.com by Mr. Abbandonato pursuant to Regulation-62-103.
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