B2Gold Corp. press release
OneMove Technologies Inc. Settles With Holdout Shareholders to Complete Acquisition
TSX - Toronto Stock Exchange · Gold · Canada
(TSX.V: OM)
VANCOUVER, Feb. 28 /CNW/ - Further to the completion of the Company's qualifying transaction, OneMove Online Inc. ("OneMove Online") (formally known as Remotelaw Online Systems Corp.) has converted its preference shares, accrued dividends and remaining common into shares of OneMove Technologies Inc. ("the Company") and, as a result, now owns 100% of the outstanding shares of OneMove Online.
The Company has agreed with a former shareholder of OneMove Online, TDB Investments Company Ltd. ("TDB"), to convert its shareholdings to common shares of the Company. TDB owned 675,000 common shares and 200,000 preferred shares of OneMove Online. TDB did not tender its common shares or preferred shares of OneMove Online under the share exchange agreement in connection with the reverse takeover of OneMove Online.
The Company and OneMove Online settled with TDB on the following terms:
TDB exchanged its 675,000 common shares of OneMove Online for 675,000 common shares of the Company at a deemed price of $0.55 per share (the "Conversion Shares"), which pricing is the same as the pricing in the reverse takeover with OneMove Online. The Conversion Shares are subject to a four month hold period as well as three year escrow restrictions under TSX Venture Exchange Policy 5.4 due to the fact that the common shares of OneMove Online were originally issued to TDB at a price per share of less than $0.05. As a result, 10% of the Conversion Shares will be released from escrow on issuance, and 15% of the Conversion Shares will be released every six months starting on the day that is six months after the closing of the qualifying transaction being October 19, 2006.
OneMove Online redeemed TDB's 200,000 preferred shares for $332,000, which is the redemption amount of the shares as at June 30, 2006 of $320,000, plus additional cumulative dividends of $12,000 for the six months ended December 31, 2006. The redemption amount was satisfied by OneMove Online delivering 603,336 common shares of the Company to TDB at a deemed price of $0.55 per share (the "Redemption Shares"). The Redemption Shares are subject to a four-month hold period, but no escrow restrictions.
In addition, the Company followed the compulsory acquisition provisions of the British Columbia Business Corporations Act ("BCBCA") to acquire OneMove Online's remaining common shares. Under the BCBCA, since the Company had acquired more than 90% of OneMove Online's outstanding common shares under the reverse takeover, it was entitled to acquire OneMove Online's remaining outstanding common shares.
Under the compulsory acquisition, the Company issued one common share at a deemed price of $0.55 per share in exchange for each remaining common share of OneMove Online. This is the same exchange ratio and price per share as under the share exchange agreement in the reverse takeover with OneMove Online. These common shares are subject to a four month hold period and one-third of these common shares are subject to the escrow restrictions contained in the same voluntary escrow that applied to the common shares the Company issued under the share exchange agreement. Further information about the share exchange agreement and voluntary escrow are included in the Company's prospectus dated August 25, 2006, which is available for review on SEDAR.
Upon completion of the compulsory acquisition and exchange of TDB's common and preferred shares, the Company has issued a total of 11,149,272 common shares in exchange for OneMove Online's total outstanding common shares. Of those shares, 3,491,424 shares are subject to voluntary escrow, and 5,743,363 shares will be subject to Exchange escrow.
About OneMove Technologies. www.onemovetech.com
OneMove began life by creating a sophisticated software program that brought innovative advantages for all involved in British Columbia's real estate market, a Canadian province where real estate transactions were already near perfect. OneMove then jumped into the British market offering a one-stop shop designed to simplify all aspects of moving. It currently operates in the British Columbia and U.K. markets. OneMove facilitates efficient communication between parties such as lawyers, conveyancers, realtors, lenders, buyers and sellers. OneMove's U.K. operation also offers a one-stop online shop for home buyers to access real estate listings through the largest property search portal, its unique insurance product, and its association of service providers which include realtors, solicitors and lenders (www.onemove.com).
Forward Looking Statements:
This press release contains certain "forward looking statements". These statements relate to future events or future performance and reflect expectations and belief regarding growth, results of operations, performance, business prospects, opportunities or industry performance and trends. These forward looking statements reflect current internal projections, expectations or beliefs and are based on information currently available. A number of factors could cause actual events or results to differ materially from the results discussed in the forward looking statements. Although it is believed that the forward looking statements contained in this press release are based upon reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward looking statements. These forward looking statements are made as of the date of this press release, and OneMove Technologies Inc. assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this news release.
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