TORONTO, ONTARIO--(Marketwired - May 25, 2015) - This press release is issued pursuant to the early warning requirements of National Instrument 62-103 with respect to the common shares ("Common Shares") of Targeted Microwave Solutions Inc. (the "Company").
On May 21, 2015 (the "Effective Date"), the Company completed an arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act involving the Company, La Jolla Capital Inc. (formerly MicroCoal Technologies Inc.) ("La Jolla"), certain of La Jolla's wholly-owned subsidiaries and the securityholders of La Jolla. Prior to the Effective Date, the Company was a wholly-owned subsidiary of La Jolla. Pursuant to the Arrangement, among other things, the shareholders of La Jolla at the effective time of the Arrangement, including SOHL, received 100% of the Common Shares in the same proportion as they previously held in La Jolla and the Company became a reporting issuer in the Provinces of British Columbia, Alberta and Ontario, as set out in further detail in La Jolla's management information circular dated April 15, 2015. As a result of the Arrangement, on the Effective Date, Satellite Overseas (Holdings) Limited ("SOHL") acquired ownership of 79,046,666 Common Shares, representing approximately 44.04% of the issued and outstanding Common Shares.
SOHL, together with joint actors, directly and indirectly, holds an aggregate of 79,046,666 Common Shares, representing approximately 44.04% of the Common Shares outstanding at the effective time of the Arrangement. SOHL holds the above-noted securities of the Company for investment purposes and SOHL may, depending on market and other conditions, increase its beneficial ownership, control or direction over the Common Shares or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
The acquisition was made in reliance on the business combination and reorganization exemption of National Instrument 45-106 - Prospectus and Registration Exemptions. A report respecting this transaction will be electronically filed with the applicable securities regulators and will be available for viewing through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at
www.sedar.com.
SOHL's head office is at Satellite Overseas (Holdings) Limited, c/o Lubbock Fine, Chartered Accountants, Russel Bedford House City Forum, 250 City Road London, United Kingdom EC1V 2QQ.
Neither Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.