Vancouver, British Columbia--(Newsfile Corp. - March 16, 2015) - Voltaire Services Corp. (formerly known as Salient Corporate Services Inc.) ("Voltaire") and Global Remote Technologies Ltd. ("GRT") are pleased to announce that on March 13, 2015 they completed a statutory plan of arrangement under a plan of arrangement (the "Arrangement") pursuant to an arrangement agreement entered into on December 8, 2014 (the "Arrangement Agreement") among Voltaire, GRT, and GRT Technologies Inc. ("Subco"). As a result of completing the Arrangement, GRT became a reporting issuer in Alberta and British Columbia, and Subco became a wholly-owned subsidiary of GRT.
Completion of the Arrangement as set forth in the Arrangement Agreement was approved at a special meeting of the shareholders of Subco on February 12, 2015, and a final order approving the Arrangement was granted by the Supreme Court of British Columbia on February 16, 2015 in accordance with Part 9 of the Business Corporations Act (British Columbia).
Pursuant to the Arrangement, the following principal steps were completed on March 13, 2015:
- Subco purchased all of the issued and outstanding common shares of GRT from Voltaire;
- GRT acquired 30,447,658 common shares of Subco, being all of the issued and outstanding share capital, from all the shareholders of Subco through a 1-for-1 share exchange;
- GRT issued a net amount of 300,000 common shares (the "GRT Distribution Shares") to Voltaire, which were subsequently distributed to the shareholders of Voltaire as of the record date of February 25, 2015 on a pro-rata basis according to their shareholdings and Karl Antonius (the "Voltaire Controlling Shareholder") forewent the number of GRT Distribution Shares to which he would otherwise be entitled so as to effect a 1:1 distribution of the GRT Distribution Shares amongst the remaining shareholders of Voltaire;
- the Voltaire Controlling Shareholder signed a lock-up agreement with respect to all of the GRT Distribution Shares held by him directly or beneficially (estimated to be approximately 200,000 Distribution Shares), which will become free trading as follows:
Date Shares will | Proportion of GRT Distribution Shares owned by the Voltaire Controlling Shareholder |
3 months after Listing Date | 10% of the Shares |
6 months after Listing Date | 20% of the remainder of the Shares |
12 months after Listing Date | 20% of the remainder of the Shares |
18 months after Listing Date | 20% of the remainder of the Shares |
24 months after Listing Date | the remainder of the Shares |
Upon the Arrangement becoming effective on March 13, 2015, GRT became a reporting issuer in the jurisdictions of Alberta and British Columbia, and as of the closing of the Arrangement has issued a total of 30,747,658 common shares. The CUSIP for the common shares of GRT is 37890L108.
GRT was incorporated on January 16, 2015 and its fiscal year end is January 31. As a result of completing the Arrangement, GRT has one wholly-owned subsidiary, Subco, which was incorporated on July 17, 2014.
About Voltaire
Voltaire Corporate Services is a business development services company that provides professional services to new and emerging businesses, including accounting, corporate secretarial, corporate finance and other services to assist companies in raising capital and going public. It also advises companies on corporate structure and business development, including finding and advising on opportunities in mergers and acquisitions. In addition, Voltaire carries out mineral exploration and intends to add to its property portfolio.
For further information on Voltaire, please contact:
Karl Antonius
President and Chief Executive Officer
Telephone: +1.604.559.3390
Email: karl@antoniuscapital.com
About GRT
GRT focuses on the deployment of emerging technologies for the energy sector. Subco has licensed multiple patent pending tools for the oil and gas industry, which are currently being assembled for release in later 2015. Using its advanced engineering and leadership experience, GRT brings cutting edge processes and technology to the oil patch. Its remote sensor packages transmit telemetry from drilling and production sites in real time to a central server where it is viewed in the cloud. The systems are designed to provide key personnel an early warning system to avoid equipment failures or costly compliance fines. GRT collects and communicates vital information on the status of equipment, tanks, and pipelines for exploration, production, and transmission of oil, gas and water. The company is headquartered in Vancouver, BC, with offices in Denver, Colorado and Houston, Texas.
For further information on GRT, please contact:
Chris Dorris
Director, President and CEO
Telephone: 713-384-8939
Email: info@grtcse.com
Website: www.grtcse.com
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation. The forward-looking information is based on certain key expectations and assumptions made by the management of Global Remote Technologies and Voltaire. Although the companies believe 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 the companies cannot provide any assurance that it will prove to be correct. These forward-looking statements are made as of the date of this press release and the companies disclaim 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.
