VANCOUVER, BRITISH COLUMBIA — (Marketwired) — 02/25/15 — CellStop Systems Inc. (“CellStop” or the “Company”) (TSX VENTURE: KNO.H) announces that, as part of its effort to reorganize, will be immediately filing for, and seeking approval of, documents relating to the consolidation of the Company–s issued and outstanding share capital with the TSX Venture Exchange. The intended consolidation will be on a basis of one post-consolidation common share for every 10 pre-consolidation common shares. This consolidation will reduce the issued and outstanding shares of CellStop from 24,058,196 to 2,505,819 common shares, assuming no other change in the issued capital. The Company has no outstanding stock options or warrants.
No fractional common shares will be issued, and no cash will be paid in lieu of fractional post-consolidation common shares. Any resulting fractional share entitlement remaining after conversion that is less than one-half of a common share will be cancelled and each fractional common share that is at least one half of a common share will be changed to one whole common share.
A letter of transmittal will be mailed to shareholders advising that: (i) the consolidation has taken effect; and (ii) shareholders should surrender their existing share certificates (representing pre-consolidation common shares) for replacement share certificates (representing post-consolidation common shares). Until surrendered, each existing share certificate will be deemed, for all purposes, to represent the number of common shares to which the holder thereof is entitled as a result of the consolidation.
CellStop–s articles authorize the Board of Directors to approve certain changes to the Company–s capital structure, including the consolidation. As such, shareholder approval is not required.
The consolidation is subject to approval by the TSX Venture Exchange. The Company does not intend to change its name or its current trading symbol in connection with the proposed share consolidation.
The effective date of the consolidation will be disclosed in a subsequent news release. Notwithstanding the foregoing, the Board of Directors may, at its discretion, determine not to effect the consolidation.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
CellStop Systems Inc.
Michelle Gahagan
President and CEO
(604) 639-4459
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