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Share Name | Share Symbol | Market | Type |
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Karel Capital Corp. | TSXV:KRL.P | TSX Venture | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
Karel Capital Corporation ("Karel" or the "Company") (TSX VENTURE:KRL.P), a capital pool company and Preo Software Inc. ("Preo") (CNSX:PKM) are pleased to announce that they have completed the previously announced financing of Karel and the amalgamation ("Amalgamation") of Karel and Preo. The Amalgamation constitutes Karel's Qualifying Transaction ("QT") under Policy 2.4 of the TSX Venture Exchange ("TSX-V"). The amalgamated company (the "Resulting Issuer") is called "Preo Software Inc." and will carry on the business of Preo. FINANCINGS Karel appointed Mackie Research Capital Corporation ("Mackie Research") as agent for and on behalf of the Company to raise on a commercially reasonable efforts basis a minimum of $1,000,000 and a maximum of $1,500,000 from the sale of common shares of the Company at a price of $0.10 per common share ("Karel Share") on a pre-consolidation basis. A total of $1,452,700 was secured, comprising of $1,045,700 (issuance of 10,457,000 Karel Shares) raised through a short form offering (the "Short Form Offering") previously announced on May 4, 2010 and an additional $407,000 (issuance of 4,070,000 Karel Shares) was raised through a private placement (the "Private Placement). Mackie Research received a commission for the Short Form Offering of $65,095 and was issued 794,200 broker warrants convertible into Karel Shares for a period of two (2) years at an exercise price of $0.10 per share. For the Private Placement, Mackie Research received a commission of $10,175 and was issued 203,500 broker warrants convertible into Karel Shares for a period of two (2) years at an exercise price of $0.10 per share. Participating insiders in the financings were Foundation Equity II Limited Partnership ("FE2") ($600,000) and Kerry Brown ($100,000). Their respective Karel Shares are subject to a TSX-V Tier 2 Surplus Escrow. The proceeds from the financings will be used for sales and marketing, research and development, general and administration, sales commission, rent and working capital of the Resulting Issuer. NOTICE PURSUANT TO NATIONAL INSTRUMENT Karel and Preo also issue this press release pursuant to National Instrument 62-103 regarding a subscription by FE2 under the Private Placement. FE2 subscribed, as the sole participant in the Private Placement, to acquire 4,070,000 Karel Shares at $0.10 per share. FE2 is affiliated with Foundation Equity Corporation ("FEC") as a result of a number of common directors and management. Taking into account FE2's investment of $600,000 in the financings and already existing FEC shareholdings as disclosed in the Joint Information Circular of Karel and Preo dated May 3, 2010, FEC owns 6,406,256 common shares of the Resulting Issuer representing 22.0% of the Resulting Issuer's outstanding common shares and FE2 beneficially owns 2,000,000 common shares of the Resulting Issuer representing 6.9% of the Resulting Issuer's outstanding shares. FE2 advised the Company that there is no agreement, commitment, or understanding with respect to voting of any of its securities of the Company. FE2 has acquired the securities for investment purposes, thus depending on the economic or market conditions or matters relating to the Resulting Issuer, FE2 may choose to either acquire or dispose of additional securities of the Resulting Issuer. Further details, pursuant to previous press releases and filings, related to the Amalgamation, financings and QT can be found on SEDAR at www.sedar.com TRADING OF SHARES Completion of the QT is subject to final approval of the TSX-V. The shares of the Resulting Issuer will start trading on the TSX-V once the TSX-V has issued a bulletin confirming completion of the QT and will trade under the stock symbol "PKM". The shares of Preo have been halted from trading and will shortly be de-listed from The Canadian National Stock Exchange. Completion of the transaction is subject to a number of conditions. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the joint management information circular prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. ABOUT PREO Preo has developed proprietary software that enables print users to maximize their print assets by optimizing print jobs to the appropriate printer. Preo's proprietary flagship product is called Printelligence(TM)and is sold as a monthly subscription service. Printelligence(TM)is a web based print management system that adapts itself to an organization's printing behaviour. This patent pending adaptive rules engine modifies the messaging delivered to end-users at the desktop, based on individual behaviour. Printelligence(TM)helps organizations educate their employees as to the true costs of printing. ABOUT KAREL CAPITAL CORPORATION Karel is a capital pool company as defined by Policy 2.4 of the TSX-V. The principal business of the Company is to identify and evaluate opportunities for the acquisition of an interest in assets of businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder approval and acceptance for filing by the TSX-V.
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