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DAT Datacom Wireless Corp

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Share Name Share Symbol Market Type
Datacom Wireless Corp TSXV:DAT 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 -

BSM Technologies Inc. and Datacom Wireless Corporation Complete a Business Combination to Create a Major Player in the Canadian

28/09/2009 4:58pm

Marketwired Canada


BSM Technologies Inc. ("BSM") (TSX VENTURE:GPS) and Datacom Wireless Corporation
("Datacom") (TSX VENTURE:DAT) are pleased to announce that they have now
completed their previously announced business combination (the "Business
Combination").


Before closing of the Business Combination, 27,951,221 common shares of Datacom
(the "Datacom Shares") were issued and outstanding and 1,068,791 Datacom Shares
were issuable upon exercise of outstanding stock options of Datacom (the
"Datacom Options"). For BSM, before closing of the Business Combination,
85,907,730 common shares of BSM (the "BSM Common Shares") were issued and
outstanding (including 547,900 in escrow subject to BSM's performance),
6,175,000 BSM Common Shares were issuable upon the exercise of outstanding stock
options of BSM (the "BSM Options"), 57,309,522 BSM Common Shares were issuable
upon the exercise of outstanding common share purchase warrants of BSM (the "BSM
Warrants") and 56,309,522 BSM Common Shares were issuable upon the conversion of
outstanding convertible debentures of BSM (the "BSM Debentures").


Immediately prior to the completion of the Business Combination, $1.75 million
of the BSM Debentures, out of a total of $3.45 million in principal value, and
29,166,666 BSM Warrants held by certain holders, were purchased by some other
existing debenture holders and other new investors. BSM has also created one
series of convertible preferred shares (the "BSM Preferred Shares"), exchanged
its outstanding BSM Debentures into the BSM Preferred Shares and exchanged its
outstanding BSM Warrants into BSM Common Shares (the "BSM Pre Merger
Reorganization").


As a result of the BSM Pre Merger Reorganization, 108,928,691 BSM Common Shares
and 65,755,556 BSM Preferred Shares were issued and outstanding and 6,175,000
BSM Options were outstanding.


On closing of the Business Combination, Datacom amalgamated with a wholly-owned
subsidiary of BSM. Each Datacom Share was exchanged for approximately 4.2421 BSM
Common Shares such that the former holders of BSM Common Shares, BSM Preferred
Shares and BSM Options now own 59.5% (180,859,247 out of 303,965,120) of all
securities of BSM outstanding, on a fully diluted basis, and the former holders
of Datacom Shares and Datacom Options own 40.5% (123,105,873 out of 303,965,120)
of all securities of BSM outstanding, on a fully diluted basis. BSM will
continue to be listed on the TSX Venture Exchange (the "TSX-V").


All BSM Options remained outstanding in accordance with their terms. Each
Datacom Option was replaced with approximately 4.2421 BSM Options, the exercise
price being the original exercise price divided by approximately 4.2421.


The TSX-V has conditionally accepted the Business Combination, including the
listing of the BSM Shares issuable thereunder, subject to the satisfaction of
all of the requirements of the TSX-V, and trading on the TSX-V of the Datacom
Shares will cease.


The board of directors of BSM is now comprised of nine directors, five of which
are nominees of BSM, the others being nominees of Datacom.


Except for historical information contained herein, certain statements contained
in this release constitute forward-looking information. These statements relate
to future events or future performance. The use of any of the words "could",
"intend", "expect", "believe", "will", "projected", "estimated" and similar
expressions and statements relating to matters that are not historical facts are
intended to identify forward-looking information and are based on BSM's or
Datacom's current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially.


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