December 20, 2013 - Toronto, Ontario: New International Infopet Systems Ltd. (CNSX: SPO) (the "Company") is pleased to announce that it has completed its previously announced reverse takeover (the "RTO") by MXM Nation Inc. ("MXM") on December 19, 2013. The RTO was preceded by a non-brokered private placement by MXM for gross proceeds of $1,250,000 (the "Private Placement" and together with the RTO, the "Transaction"). A special shareholders meeting of the Company has been scheduled for January 8, 2014 to approve, among other things, a change of the Company's name to SponsorsOne Inc.
On December 13, 2013, the Canadian National Stock Exchange (the "CNSX") issued its conditional approval of the listing of the common shares of the Company (the "Common Shares") upon completion of the Transaction. The Common Shares are expected to begin trading on the CNSX on December 23, 2012 under the ticker symbol "SPO".
"The team at SponsorsOne is leading the way as social sponsorship is emerging as the next evolution in digital marketing" stated Myles Bartholomew, CEO. "We are driving forward with our plans to acquire the creative talent, to partner with the right social networks and to bring our social sponsorship platform to both brands and enthusiasts."
MXM, started in 2006, built a sponsorship business in the extreme sports market. In 2012, it launched to a cloud-based social sponsorship offering where brands can engage directly on a one-to-one basis with the members of a social network by offering incentives for properly promoting that brand to their network of influence.
Social sponsorship combines the proven impact of elite sponsorship with the explosive power of social to reward millions of online enthusiasts. Marketers establish direct connections to people that are passionate about their brand. These people become brand advocates and are rewarded for the authentic, online conversations they have about the brand's products and services. The rewards are in the form of a social currency, called xCredits, that can be redeemed for products, transferred to their friends, donated to charity or sold.
Following the Transaction, the Company is assembling the creative team, recruiting the affiliated social networks and building the social sponsorship platform that will enable brands and people to authentically engage with one another online.
Prior to and in connection with the closing of the RTO, throughout 2013, MXM completed the Private Placement, which was a non-brokered private placement of common shares in the capital of MXM (the "MXM Shares") for gross proceeds of $1,250,000. Under the Private Placement, MXM issued 4,166,664 MXM Shares at a price of $0.30 per MXM Share and 4,166,664 common share purchase warrants of MXM (the "MXM Warrants") that are exercisable to purchase one MXM Share for a period of two years from the date of issuance at a price of $0.30 per MXM Share.
Pursuant to the RTO, the Company acquired all of the issued and outstanding MXM Shares, including those issued pursuant to the Private Placement. The acquisition price for each outstanding MXM Share was $0.40 per MXM Share which was satisfied by the delivery of a unit comprised of one Common Share and one half of one common share purchase warrant of the Company that is exerciseable to purchase one Common Share for a period of one year from the date of issuance at a price of $0.65 per Common Share. The Company also exchanged, on a one for one basis, all of the outstanding warrants and options of MXM for warrants and options of the Company. Immediately following the closing, the Company converted $206,000 of outstanding debt owing to its prior President and Chief Executive Officer into 686,667 Common Shares and 686,667 common share purchase warrants. With the completion of the Transaction, MXM has become a wholly-owned subsidiary of the Company and the Company has issued and outstanding 13,422,321 Common Shares, 11,833,432 common share purchase warrants and 1,385,000 options.
The only principals of the Company that hold Common Shares are Mr. Myles Bartholomew, the Chief Executive Officer, and Pilkington Capital and CyberNorth Ventures, entities that are affiliated with Mr. Gary Bartholomew, the Executive Chairman. Together, these principals hold 8,666,667 Common Shares that are subject to an escrow agreement in Form 46-201F1 as required by National Policy 46-201.
In connection with the completion of the Transaction, the Company is pleased to announce its board of directors as follows: Mr. Gary Bartholomew, Mr. Eric Leslie and Mr. Douglas Beynon. In addition, the Company is pleased to announce its senior management team as follows:
Myles Bartholomew-Chief Executive Officer and President
Gary Bartholomew - Executive Chairman
Mark Olson - Chief Financial Officer
Milad Razban - Chief Technology Officer
Brett Johnson - Chief Marketing Officer
Adam Pearsall - Chief Revenue Officer
Seth Brouwers - Chief Product Officer
Summaries of the biographies for all of the directors and management of the Company are set out in the Company's Listing Statement dated December 19, 2013 (the "Listing Statement"). The Listing Statement describes the businesses of the Company and MXM, the terms of the RTO and the Private Placement, and is available on the SEDAR website at www.sedar.com.
In connection with the Transaction, it is anticipated that the Company's auditors, McCarney Greenwood, will tender their resignation and will confirm that no "reportable event" has occurred as defined under applicable securities laws. The Company will appoint MNP LLP as auditors going forward.
SponsorsOne is defining and driving the emergence of social sponsorship as the next evolution of engagement for brands and online enthusiasts. SponsorsOne is assembling the creative team, the social sponsorship platform and the affiliated social networks to empower marketers to develop long-term, high-value relationships with their consumers. The MXM Nation online community will continue to grow as a social network within SponsorsOne.
For more information, please contact: Investor Relations at SponsorsOne
Toll-free: (888) 948-8028 x4
Local: (519) 279-6793 x4
The CNSX has neither approved or disapproved the contents of this press release.
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing requirements and access to capital, reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; the volatility of the volume and price of the Common Shares, the failure of the business strategy, the integrity of the Company's patents and proprietary intellectual property and competition. The Company cautions that the foregoing list of risk factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, including the risk factors set out in the Company's Listing Statement. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION..
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