/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
Neither the Canadian National Stock Exchange nor the TSX Venture Exchange have in any way passed upon the merits of the Transaction and neither has approved nor disapproved the contents of this press release.
CNSX Symbol: TNY
VANCOUVER, Dec. 14 /CNW/ - Patriotstar Ventures Inc. ("Patriotstar" and the "Company"), is pleased to announce that on December 11, 2009 it completed its previously announced acquisition of TinyMassive Technologies Inc. ("TinyMassive"), an online comparison shopping engine based in Vancouver, British Columbia, by way of statutory plan of arrangement (the "Acquisition").
In connection with the Acquisition, Patriotstar will carry on the business of TinyMassive and has changed its name to "TinyMassive Technologies Inc." As previously announced by press release dated November 10, 2009, the Company applied to list its shares on the Canadian National Stock Exchange (the "CNSX") and to delist from the TSX Venture Exchange (the "TSX-V"). Final listing approval was granted by the CNSX on December 11, 2009 and the trading will commence on December 14, 2009 under the symbol "TNY".
Pursuant to Policy 2.4 of the TSX-V, on December 9, 2009 Patriotstar obtained shareholder approval, exclusive of non-arm's length parties to the Company, to use its remaining assets to pursue the Acquisition.
Patriotstar is also pleased to announce that on December 11, 2009 it completed a financing consisting of 5,612,500 units (the "Units") at a price of $0.20 (the "Offering Price") per Unit for gross proceeds of $1,122,500 concurrently with closing of the Acquisition (the "Financing"). As previously announced, each Unit consists of one common share and one half of one common share purchase warrant with each warrant entitling the holder to purchase one additional share of the resulting issuer at a price of $0.35 per share for a period of two years from the closing of the Financing.
Canaccord Financial Ltd. acted as the Company's agent (the "Agent") in respect of the Financing and was paid a commission of 10% of the gross proceeds of the Financing (including any Units sold pursuant to the over-allotment option, as described below) and such number of compensation warrants (the "Agent Warrants") as was equal to 10% of the Units sold under the Financing (including any Units sold pursuant to the over-allotment option). Each Agent's Warrant entitles the holder to purchase one additional Unit at the Offering Price for a period of two years from the closing of the Financing.
In addition, Patriotstar also granted the Agent an over-allotment option, exercisable in whole or in part prior to the closing, to offer for sale up to an additional 1,500,000 Units for additional gross proceeds of $300,000. As of the Closing Date, the Agent had not exercised the over-allotment option.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Patriotstar was incorporated under the British Columbia Business Corporations Act and is a reporting issuer in the Provinces of Alberta, British Columbia and Ontario. Patriotstar did not conduct any previous business other than investigating assets or business to acquire in accordance with the TSX-V's "Capital Pool Company" program in accordance with TSX-V Policy 2.4.
TinyMassive was incorporated under the British Columbia Business Corporations Act and is in the business of operating an online comparison shopping engine, www.tinymassive.com, and complimentary technology including a Twitter application that allows users to find the lowest product price. TinyMassive is a development stage company.
Management and Board of Directors
Bruno Gasbarro will continue to serve as a director of the Company, along with the following persons who were appointed as officers and or directors as of December 11, 2009:
Lauren Miller is the new President, Chief Executive Officer and a director of the Company. Before cofounding TinyMassive, Lauren co-founded Lunawarehouse.com, an online retailer of consumer lighting products that was acquired in 2007. Prior to this, Lauren spent over 25 years with IBM as a Financial and Business Analyst. Lauren brings extensive knowledge of operations, finance and e-commerce to TinyMassive.
Ms. Currie is the CFO, Secretary and a director of TinyMassive. With more than 20 years experience, primarily with Cox Enterprises, Inc. She was a senior financial executive at multiple Cox companies including Cox Communications, Inc., AutoTrader.com and multiple technology joint ventures. Her skills include business development, analysis, mergers and acquisitions and financial planning. Marcia has been a Certified Public Accountant since 1983.
At present time, along with Cinematx, Cory Brandolini is also a director of TinyMassive. Mr. Brandolini has over 20 years of experience in the equity markets, primarily with venture capital, second round financings and IPO's in the technology sector. Cory has worked as a stockbroker at various securities firms, including Gateway Securities from 2003 to 2007, Octagon Capital from 2000 to 2003, and Wolverton Securities from 1988 to 2000.
Mark Holden was appointed as a director of the Company. He has over 30 years of experience in the media and technology industries, including founding Hip Digital Media, an e-commerce music and media distribution company where Mr. Holden played a key role in customer development. Mr. Holden also co-founded E-Zone Networks, a private digital entertainment network, and MSound International, a venture that developed advanced digital sound technology for personal computers. MSound was acquired by PMC-Sierra.
Nick Miller is a director of the Company. Mr. Miler is the President, CEO and Secretary of Itiva Digital Media Corp., a company that is developing technology that economically delivers live and on-demand multimedia content over the Internet. Previously, Mr. Miller was the President and CEO of AirPatrol Corporation, a company in the wireless security sector, from June 2006 to June 2008. From January 2002 to May 2006, Mr. Miller served as the President of Cirond Corp., a company in the business of developing software and applications for portable handheld devices.
On behalf of the Board of Directors
President, Chief Executive Officer and Director
SOURCE TINYMASSIVE TECHNOLOGIES INC.
For further information: For further information: Lauren Miller, President & CEO, TinyMassive Technologies Inc., Telephone: (778) 372-1334