Mr. Marc Seelenfreund reports
SIYATA MOBILE COMPLETES RTO TRANSACTION WITH TESLIN
Siyata Mobile Inc., formerly Teslin River Resources Corp., has completed its previously announced reverse takeover transaction among Siyata Mobile Inc., Teslin and a subsidiary of Teslin through a three-cornered amalgamation. Prior to closing, Siyata acquired the Siyata Mobile Group assets of Israel-based cellular technology company, Accel Telecom Ltd. The Siyata Mobile Group assets are now owned through British Columbia and Israeli incorporated subsidiaries of the company.
Siyata Mobile Inc. is a leading global developer and provider of a vehicle-mounted communications platform over advanced mobile networks. Customers include cellular operators, commercial vehicle technology distributors and fleets of all sizes in Canada, Europe, Australia and the Middle East. Siyata's connected-vehicle devices and accessories are specifically designed for professional fleets such as trucks, vans, buses, ambulances, government cars and more. Siyata's aims to provide greater mobile connectivity for professional drivers and facilitate replacement of the current in-vehicle, multidevice status quo with a single device that incorporates voice, data and fleet management solutions.
As part of the transaction, Teslin completed a one-for-2.2 share consolidation and changed its name to Siyata Mobile Inc. All outstanding warrants of Teslin have been exercised, and all stock options have been cancelled. A total of 4.8 million options have been authorized to be issued to certain directors, officers, employees and consultants of Siyata, at an exercise price of 30 cents per share.
Immediately prior to closing, Siyata completed a second tranche of its previously announced private placement transaction, through Haywood Securities Inc., for an additional $173,489.10, bringing the total proceeds to $4,178,490. An additional 578,297 subscription receipts were issued at a price of 30 cents per subscription receipt.
The private placement subscription receipts from both tranches converted in to common shares of Siyata immediately prior to closing of the transaction. Through the amalgamation transaction, Siyata issued a total of 47,979,582 common shares, including 33,333,333 common shares to Accel and 13,928,300 common shares to the private-placement investors. The balance of the shares were issued in full settlement of all corporate finance and finders' fees. Siyata also issued 7,173,076 share purchase warrants exercisable at 60 cents per share for two years. The agents in the private placement also received agent options entitling them to acquire 1,192,829 shares of Siyata at a exercise price of 30 cents for a period of two years.
Following completion of the transaction, Siyata has a total of 59,587,337 common shares issued and outstanding. Accel reports that it has ownership, control and direction over a total of 33,333,333 common shares of the company, representing 55.9 per cent of Siyata's issued and outstanding common shares.
Accel acquired the shares pursuant to the amalgamation transaction and, as disclosed in the early warning report accompanying this news release, may in the future acquire or dispose of securities of the company, through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the early warning report filed with the applicable securities regulators regarding the above acquisition is available under the company's SEDAR profile.
The shares issued to Accel are held in escrow pursuant to the requirements of the TSX Venture Exchange and are releasable as to 25 per cent on closing and 25 per cent at six, 12 and 18 months thereafter.
The board and management team of the company have been reconstituted to include the following individuals.
Marc Seelenfreund (director and chief executive officer)
Mr. Seelenfreund is a founder and chief executive officer of Siyata, as well as the founder of Accel. Mr. Seelenfreund has a law degree from Bar Ilan University, is a board member at Ono University, Israel's leading private university, and has served as an officer at the Israel Defence Forces.
Gil Gurfinkel (director and chairman of the board)
Mr. Gurfinkel has been a vice-president at Shamrock Israel Growth Fund since January, 2009, and has a background in business strategy, consulting, corporate finance and equity investments. Mr. Gurfinkel is a board member on a number of Israeli and International companies. Mr. Gurfinkel holds a BSc in industrial and management engineering from Technion, the Israel Institute of Technology and an MBA from the Recanati Business School at Tel Aviv University.
Stephen Ospalak (director)
Mr. Ospalak is former vice-president of products and services at Telus from September, 1999, to November, 2008. Mr. Ospalak was responsible for managing annual spend of over $1-billion (U.S.) in wireless and wire-line equipment and was selected by Telus to integrate the wireless and wire-line operations of Telus Mobility and its acquisition of Clearnet. Mr. Ospalak led the planning and execution of Clearnet's market debut and nationwide launch of PCS and iDEN services, establishing Clearnet as the leader in wireless service and technology innovation and setting the North American PCS launch record. Mr. Ospalak has been the managing director of Breen Management Corp. from January, 2009, to present.
Michael Kron (director)
Mr. Kron is current chairman and chief financial officer of Anywhere Commerce Inc. and has held these positions since June, 2008. Mr. Kron is responsible for guiding the vision of that company, managing the board of directors, corporate finance activities, financial reporting and overseas supplier relations. Mr. Kron has served as a director of a number of public company boards and is a current director and audit committee chairman of Sprylogics Inc. He has been a member of the Canadian Institute of Chartered Accounts since 1987 and has a BCom from Concordia University.
Brian Budd (director)
Mr. Budd has an extensive management and corporate development background with over 25 years of entrepreneurial and sales leadership experience in the high technology and resource industries. Mr. Budd served as an area director of sales for a multibillion-dollar software company selling into the Fortune 500 group of companies. He has extensive experience in penetrating new markets, hiring and developing sales teams, and implementing sales techniques and strategies. Mr. Budd currently leads North Country Gold Corp. as president and director since being appointed in 2014. He previously served as vice-president of corporate development when he joined the company in 2009.
Robert Chisholm (chief financial officer)
Mr. Chisholm has been the chief financial officer and a partner at Emprise Capital Corp., a private merchant bank based in Vancouver, B.C., since July, 2008, Prior to Emprise Capital Corp., Mr. Chisholm was the chief financial officer for PNI Digital Media from September, 2001, until March, 2009, a publicly listed company (recently acquired by Staples) providing technology and utilizing telecommunications infrastructure to bridge consumer-ordered content (music, photos, games, video, mobile content) with retailers that have on demand manufacturing capabilities for the production of merchandise in real time. Mr. Chisholm was directly responsible for successfully negotiating agreements with large retailers in the United States, Europe and Canada. Mr. Chisholm holds a professional accounting designation in Canada and received his BBA with a major in accounting from Saint Francis Xavier University in Nova Scotia.
Gidi Bracha (vice-president of technology)
Mr. Bracha has served as vice-president of technology of Siyata Mobile Group since 2011. Mr. Bracha spearheaded the development of both the Truckfone and Voyager brands. Mr. Bracha served as an engineer technician in the anti-aircraft division of the air force in the Israel Defense Forces and holds a BA in engineering and business management from Darby University.
Siyata has been classified as a Tier 1 reporting issuer on the exchange. Trading in the common shares of Siyata will resume trading at the open of the market on Wednesday, July 29, 2015, under the new symbol SIM (Cusip 83013Q103).
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