Early Warning Press Release
December 27, 2013 - Toronto, Ontario: On December 19, 2013, New International Infopet Systems Ltd. (the "Company") completed a reverse take-over transaction (the "Transaction") pursuant to which it acquired all of the issued and outstanding common shares (the "MXM Shares") of MXM Nation Inc. ("MXM"). 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 of the Company (the "Common Shares") and one half of one common share purchase warrant of the Company that is exercisable 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 other outstanding warrants and options of MXM for warrants and options of the Company.
As a result of the exchange of securities that occurred as part of the Transaction:
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-- Myles Bartholomew, the new President and Chief Executive Officer of the Company, acquired 5,833,333 Common Shares and 2,916,667 common share purchase warrants. He was also granted 250,000 options in exchange for his MXM options. Mr. Myles Bartholomew beneficially owns securities representing 43.5% of the currently issued and outstanding Common Shares and 54.3% on a partially diluted basis (assuming the full exercise of his warrants and options only).
-- Pilkington Capital Corporation ("Pilkington"), a corporation over which control or direction is exercised by Mr. Gary Bartholomew, the new Executive Chairman of the Company, acquired 2,166,667 Common Shares and 2,250,001 common share purchase warrants. Pilkington beneficially owns securities representing 16.1% of the currently issued and outstanding Common Shares and 28.2% on a partially diluted basis (assuming the full exercise of its warrants and options only).
-- CyberNorth Ventures Inc. ("CyberNorth"), a corporation over which control or direction is exercised by Mr. Gary Bartholomew, the new Executive Chairman of the Company, acquired 666,667 Common Shares and 333,334 common share purchase warrants. CyberNorth beneficially owns securities representing 5.0% of the currently issued and outstanding Common Shares and 7.3% on a partially diluted basis (assuming the full exercise of its warrants and options only).
-- Mr. Gary Bartholomew was also granted 100,000 options in exchange for his MXM options. By virtue of his control or direction over Pilkington and CyberNorth, Mr. Gary Bartholomew has control or direction over securities representing 21.1% of the currently issued and outstanding Common Shares and 34.3% on a partially diluted basis (assuming the full exercise of the warrants and options that he has ownership, control or direction over only).
In connection with the Transaction, Mr. Myles Bartholomew, Pilkington, CyberNorth and Mr. Gary Bartholomew entered into an escrow agreement pursuant to which 10% of their Common Shares and 10% of their options were immediately released from escrow upon the completion of the Transaction and an additional 15% of such securities will be released from escrow every six months thereafter over a period of 36 months. No escrow requirements have been imposed on their warrants or the Common Shares underlying such warrants.
Other than as described above, Mr. Myles Bartholomew, Pilkington Capital and CyberNorth Ventures acquired the Common Shares for investment purposes. These investors may increase or decrease their position in Infopet in the future as considered appropriate in light of investment criteria, market conditions and other factors and in accordance with applicable securities legislation and the terms of applicable escrow requirements. Early warning reports with additional information in respect of these acquisition will be filed on and can be obtained from SEDAR at www.sedar.com.
The Common Shares issued pursuant to the Transaction were exempted from the prospectus requirements of applicable securities laws under the take-over bid exemption set out in section 2.16 of National Instrument 45-106 - Prospectus and Registration Exemptions.
Further information on the Transaction is set out in Infopet's listing statement dated December 19, 2013 available on SEDAR at www.sedar.com.
For more information, please contact:
Gary Bartholomew
Executive Chairman
1-888-948-8028 ext. 4
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