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CRS

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Share Name Share Symbol Market Type
TSXV:CRS TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Podium Capital Corporation and CRS Electronics Announce Closing of Qualifying Transaction and Private Placement

21/05/2009 8:26pm

Marketwired Canada


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.


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