Podium Capital Corporation ("Podium") (TSX VENTURE: POD.P) and
3542114 Canada Inc. carrying on business as "CRS Electronics"
("CRS") (TSX VENTURE: CRS), are pleased to announce that on May 20,
2009 (the "Closing Date"), they completed the previously announced
Qualifying Transaction as defined in and pursuant to the policies
of the TSX Venture Exchange (the "Exchange"). Podium has received
final approval of the Qualifying Transaction from the Exchange and
expects that its common shares will resume trading on the Exchange
on Monday, May 25, 2009 under the new ticker symbol "LED".
As a result of the Qualifying Transaction, CRS is now a direct,
wholly-owned subsidiary of Podium. Podium issued a total of
16,204,483 common shares (the "Consideration") to the former
shareholders of CRS (the "Former CRS Shareholders") at a deemed
price of $0.2858 per Podium common share as consideration for all
of the issued and outstanding common shares of CRS. Pursuant to the
terms of the Qualifying Transaction, a total of 1,620,448 common
shares (being 10% of the Consideration) have been escrowed and will
be either (i) released, in whole or in part, to the Former CRS
Shareholders upon satisfaction of certain escrow conditions (the
"Escrow Conditions"), or (ii) returned to Podium for cancellation
in the event that the Escrow Conditions are not satisfied.
On the Closing Date, Paul G. Smith, Stephen J. Headford, Jason
Donville and Jeffrey R. Clarke resigned from the board of directors
(the "Board") of Podium and Scott Riesebosch, Alan Hussey and Paul
Haber were appointed to the Board. The Board now consists of the
following five members: Scott Riesebosch, Alan Hussey, Jason
Sparaga, Kevin Reed and Paul Haber.
The Board accepted resignations of Kevin D. Reed and Paul G.
Smith as officers of Podium and appointed the following officers:
Scott Riesebosch as President, Chief Executive Officer, Chairman
and Secretary, Colin Digout as Chief Financial Officer, Alan Hussey
as Chief Operating Officer, and Mark Powell as Vice President of
Sales and Marketing.
Immediately after the closing of the Qualifying Transaction,
Podium completed the previously announced non-brokered private
placement (the "Private Placement") of 550,000 common shares at a
price of $0.30 per share for gross proceeds of $165,000. The
proceeds of the Private Placement will be used for general working
capital purposes of Podium and CRS. The common shares of Podium
issued pursuant to the Private Placement are subject to a four
month hold period under applicable securities laws until September
21, 2009.
As a result of the Qualifying Transaction and the Private
Placement, 23,403,150 common shares of Podium are outstanding. The
Former CRS Shareholders collectively own approximately 69% of
outstanding common shares of Podium on a non-diluted basis. If the
Escrow Conditions are not satisfied in full, the Former CRS
Shareholders will collectively own approximately 67% of outstanding
common shares of Podium on a non-diluted basis.
The following individuals now own 10% or more of the outstanding
common shares of Podium, calculated on a non-diluted basis:
Scott A. Riesebosch 12,619,420 common shares (53.9%)
President, Chief Executive Officer,
Chairman, Secretary and director
Alan Hussey 3,154,855 common shares (13.5%)
Chief Operating Officer and director
If the Escrow Conditions are not satisfied in full, Mr.
Riesebosch will own 11,357,478 common shares representing 52.1% and
Mr. Hussey will own 2,839,370 common shares representing 13.0%,
calculated on a non-diluted basis.
Common shares of Podium issued to Messrs. Riesebosch, Hussey and
Digout, principals of Podium, are subject to surplus security
escrow pursuant to the policies of the Exchange.
In accordance with the terms of the Qualifying Transaction,
immediately after the closing of the Qualifying Transaction, stock
options to purchase a total of 880,070 common shares of Podium were
granted under Podium's stock option plan to certain directors,
officers and employees of CRS, in exchange for terminating and
cancelling their CRS options, including Messrs. Digout and Powell,
now officers of Podium, each of whom was granted options to
purchase 228,532 common shares of Podium. Such stock options vested
on the Closing and are exercisable at a price of $0.30 per share
until November 13, 2014.
Immediately after the closing of the Qualifying Transaction,
stock options to purchase a total of 80,000 common shares of Podium
were granted to (i) Paul Haber, a director of Podium and (ii)
Morganbridge Communications Inc., which has been engaged to provide
financial consulting services to Podium. Such stock options vest
four months from the date of grant and are exercisable at a price
of $0.30 per share for 5 years from the date of grant.
For more information about Podium, CRS and the Qualifying
Transaction, please see Podium's filing statement dated May 8,
2009, a copy of which is available on SEDAR at www.sedar.com under
Podium's profile.
About CRS
CRS is a leader in the emerging, rapidly-growing market of
light-emitting-diode ("LED"), or, solid state (SSL), space
lighting. The principal activities of CRS include the development,
manufacture and sale, primarily in North America, of exterior
warning lighting on school buses utilising LED lighting technology,
child safety systems for school buses, contract manufacturing of
LED light boards and recently, LED-based space lighting products.
The Company currently sells an LED replacement for the MR16 indoor
light and LED light engines ("bulbs") for decorative streetlights.
CRS is a well-established supplier to both the school bus industry
and the LED contract manufacturing industry, providing a stable and
growing revenue source. CRS plans to be a major supplier of LED
light engines (bulbs) for a variety of applications to be developed
by CRS on its own and in conjunction with its customers.
Certain statements contained in this news release constitute
forward-looking information, future oriented financial information,
or financial outlooks (collectively "forward-looking information")
within the meaning of Canadian securities laws. Forward-looking
information may relate to this news release and other matters
identified in Podium's public filings, Podium's future outlook and
anticipated events or results and can be identified by terminology
such as "may", "will", "could", "should", "expect", "plan",
"anticipate", "believe", "intend", "estimate", "projects",
"predict", "potential", "continue" or other similar expressions
concerning matters that are not historical facts and include, but
are not limited in any manner to, those with respect to capital and
operating expenditures, economic conditions, availability of
markets for products, availability to develop and manufacture
products, availability of sufficient financing, receipt of
approvals, satisfaction of escrow requirements, satisfaction of
closing conditions, obtaining debt financing for capital
expenditures, and any and all other timing, development,
operational, financial, economic, legal, regulatory and/or
political factors that may influence future events or conditions.
Such forward-looking statements are based on a number of material
factors and assumptions, including, but not limited in any manner,
those disclosed in any other Podium filings, and include sufficient
working capital for development and operations, access to adequate
services and supplies, availability of markets for products,
commodity prices, foreign currency exchange rates, interest rates,
access to capital markets and other sources of financing and
associated cost of funds, availability of a qualified work force,
availability of manufacturing equipment, no material changes to the
tax and regulatory regime and the ultimate ability execute its
business plan on economically favorable terms. While we consider
these assumptions to be reasonable based on information currently
available to us, they may prove to be incorrect. Actual results may
vary from such forward-looking information for a variety of
reasons, including but not limited to risks and uncertainties
disclosed in other Podium filings at www.sedar.com and other
unforeseen events or circumstances. Other than as required by law,
Podium does not intend, and undertakes no obligation to update any
forward-looking information to reflect, among other things, new
information or future events.
Neither 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: CRS Electronics Debbie Bamforth Corporate
Communications 905-599-3322 debbieb@crselectronics.com CRS
Electronics Al Hussey Chief Operating Officer 905-788-9039
ahussey@crselectronics.com
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