MONTREAL, QUEBEC — (Marketwired) — 01/02/15 — ThermoCeramix Corporation (“ThermoCeramix” or the “Company”) (TSX VENTURE: TCX), a technology-licensing company engaged in the development of high-performance, energy-efficient electric heating solutions, today announced that effective January 1, 2015 it has completed an internal reorganization consisting of the direct acquisition by the Company of all of the issued and outstanding shares of ThermoScience Enercoatings Inc. (“TSE”), an affiliate of the Company, and the subsequent vertical short-form amalgamation of the Company and TSE pursuant to the Business Corporations Act (Ontario) (the “Reorganization”). The Reorganization has been undertaken in order to simplify the corporate structure of the Company and to reduce administrative costs.
Pursuant to the Reorganization, the Company directly acquired, for cash consideration in the aggregate amount of $35,000, all of the issued and outstanding shares of TSE formerly held by ThermoCeramix, Inc., a wholly-owned subsidiary of the Company, and Alexandre Paris, a director and officer of TSE (each having held a 50% interest) (the “Share Purchase”).
The Share Purchase involved certain related parties and was exempt from shareholder approval and formal valuation in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) (“MI 61-101”). Specifically, Mr. Alexandre Paris, who was a director and officer of TSE at the time of the transaction, received cash consideration in the amount of $17,500 in exchange for his 50% interest in TSE. Given the existence of these exemptions, the Share Purchase closed prior to the filing of the material change report required by MI 61-101.
In connection with the Reorganization, all of the issued and outstanding shares of TSE have been cancelled and the assets, obligations and liabilities of TSE have been assumed by the Company. No securities of the Company were issued in connection with the Reorganization and the share capital of the Company has remained the same. The Reorganization will not have any significant effect on the business and operations of the Company.
The Reorganization has been conditionally approved by the TSX Venture Exchange (“TSXV”), subject to the satisfaction by the Company of customary closing conditions for a transaction of this nature and the compliance by the Company with the applicable policies of the TSXV.
Approval of Previously Announced Option Grant
The TSXV has accepted the previously announced grant by the Company to Paradox Public Relations Inc. of options to acquire 150,000 common shares of ThermoCeramix at a price of $0.50 per share, with quarterly vesting over one year. These options are exercisable until December 15, 2024, unless terminated earlier in accordance with the terms of the Company–s stock option plan.
About ThermoCeramix
ThermoCeramix Corporation (TSX VENTURE: TCX) is a technology-licensing company engaged in the development of high-performance, energy-efficient electric heating solutions. The Company–s patented and proprietary TCX heating technology uses thermally sprayed heaters applied as a coating directly to almost any profile and material that requires heat. The technology is energy-efficient, scalable, and adaptable to almost any size and shape. The Company holds a strong and broad intellectual property portfolio of over 25 patents. The Company–s strategy is to commercialize one application of its technology platform through the development, production and sales of a unique electric indoor-outdoor grill, then license the technology for numerous additional consumer, commercial & industrial applications. For more information, please visit the Company–s web site at .
Caution Regarding Forward Looking Information
Certain information set forth in this press release may contain “forward-looking statements” or “forward-looking information” under applicable securities laws. Except for statements of historical fact, certain information contained herein may constitute forward-looking statements. Any such forward-looking statements may be identified by words such as “will”, “expects”, “anticipates”, “believe”, “projects”, “plans”, “to be” and similar expressions. Any such statements are not guarantees of future performance and undue reliance should not be placed on them. Any such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Company–s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. There can be no assurance that any such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. For more information relating to risks which may cause the Company–s actual results to be different from expected and historical results, please see the Company–s “Filing Statement” dated March 26, 2014 filed under the Company–s SEDAR profile at .
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
ThermoCeramix Corporation
Louis Desmarais
Chief Executive Officer
(450) 641-5461 ext. 5651
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