Vancouver, B.C., / ACCESSWIRE / August 28, 2014 / SecureCom is pleased to announce that further to its news release on of August 22, 2014, the Company expects to start trading on Canadian Securities Exchange on August 29, 2014 under the symbol "SCE".
The Company completed an amalgamation agreement dated June 30, 2014 (the "Amalgamation") on August 26, 2014 as announced in a previous news release dated August 22, 2014, whereby SecureCom completed a three-cornered amalgamation between itself, its wholly-owned subsidiary 1006397 B.C. Ltd. ("397"), and 1005796 B.C. Ltd. ("796"), whereby SecureCom acquired 796 through the amalgamation of 397 with 796, with 397 as the surviving corporation (which remains a wholly-owned subsidiary of SecureCom.
The Company also completed a plan of arrangement (the "Arrangement") on August 22, 2014 between Haltain, and Haltain's then wholly-owned subsidiaries, SecureCom (formerly known as 0924891 B.C. Ltd. ("891")), 0924885 B.C. Ltd. ("885"), and 0924888 B.C. Ltd. ("888"), it became a reporting issuer in the provinces of Alberta and British Columbia.
The Company closed a private placement on August 5, 2014 consisting of 500,000 units at a price of $0.10 per unit for gross proceeds of $50,000. Each unit was comprised of one common share of the Company and one share purchase warrant to purchase an additional common share for a one year term at $0.15 per share (the "Private Placement").
Pursuant to the Amalgamation, the Arrangement, and the Private Placement, the Company issued 28,182,000, 1,512,684, and 500,000 shares respectively for an aggregate of 30,194,684 common shares to the SecureCom shareholders on August 22, 2014 (the "Distribution Date"). The Company also issued 8,800,000 warrants exercisable at $0.10 per share into 8,800,000 common shares for a one year term pursuant to the Amalgamation and also issued 500,000 warrants exercisable at $0.15 per share into 500,000 common shares for a one year term pursuant to the Private Placement on the Distribution Date.
750,500 shares issued to a principal of the Company are subject to escrow conditions required by applicable securities laws and CSE requirements.
On August 28, 2014, the Company also issued 100,000 common shares pursuant to a debt settlement agreement with two unrelated parties to the Company for legal services provided. There shares were issued at $0.10 per share with restrictions from trading for 4 months and a day after issuance.
The securities issued pursuant to the Amalgamation, Arrangement, and the Private Placement, including the common shares issuable upon exercise of the warrants, have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued by the Company pursuant to the Transaction and the Private Placement are "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and contain the appropriate restrictive legends as required under the U.S. Securities Act and Canadian Securities Administrators National Instrument 45-102.
SecureCom is a B.C. company involved in encrypted software field. The Company develops and markets consumer software and hardware encryption communications products for mobile phones, tablets, and computer based platforms. It provides "privacy technology" to encrypt voice, text, e-mail, and data communications to the highest international standards. Cryptographically strong algorithms and protocols shield communication from surveillance; encryption cannot be circumvented by mobile carriers ensuring total privacy.
The directors and officers of the Company are:
Peter Wilson, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director - Mr. Wilson has been involved in the finance industry for the past 18 years acting as senior management and lead financier of multiple private and public entities. Having raised more than $150 million, his experience spans a wide range of project development and contract negotiations within the technology mining, energy and real estate industries. His business experience includes international assignments in the United Kingdom, Canada, the United States, Switzerland and Norway. Mr. Wilson has worked extensively with overseas investor groups and within the E&P market in Louisiana and Texas. He is the Founder and President of a private investment firm Sterling Grant Capital Inc., an entity which currently invests in and provides strategic advisory services to a number of technology and mining companies.
Brian Biles, Director - Mr. Biles has been in the public markets for over 25 years working and has extensive experience in marketing, business development and financing with natural resource companies, technology and pharmaceutical companies. Mr. Biles began his career as a floor trader on the Vancouver Stock Exchange and then as a Registered Representative for 15 years. He is currently a director of Brades Resource Corp., a junior mining exploration company listed on the TSX Venture Exchange.
James Glass, Director - Mr. Glass has over 25 years of experience assisting public and private companies with corporate operations, capital development, corporate communications and regulatory compliance activities. Mr. Glass has participated in raising over $150 million in capital financing for public and private companies.
For further information please contact:
Peter Wilson, CEO, and Director
Telephone: (778) 945-1368
About SecureCom Mobile Inc: SecureCom Mobile, Inc. develops and markets consumer software and hardware encryption communications products for mobile phones, tablets, and computer based platforms. We provide "privacy technology" to encrypt voice, text, e-mail, and data communications to the highest international standards. Cryptographically strong algorithms and protocols shield communication from surveillance; encryption cannot be circumvented by mobile carriers ensuring total privacy."
Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of SecureCom. Forward-looking information is based on certain key expectations and assumptions made by the management of SecureCom, including future plans for the research and development of digital products. Although SecureCom believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because SecureCom can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. SecureCom disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
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