Copernic Further Updates Investors on Private Placement
12 Febrero 2010 - 3:00PM
Marketwired
Copernic, Inc. ("Copernic") (NASDAQ: CNIC) proposes to purchase
70.1% of the common shares of Sunbay Canada Corporation ("Sunbay
Canada"), a company registered in Ontario which will have acquired
all of the assets of Sunbay Energy Corporation ("Sunbay Energy"), a
company that is a developer of waste to energy projects in Canada.
As a result of the transaction, Newlook Industries Corp. (TSX-V:
NLI) ("Newlook") and Powerplay Energy Corporation (and/or Sunbay
Energy Corporation) will own respectively 19.9% and 10% of the
shares of Sunbay Canada. The Board of Directors of Sunbay Canada
will be comprised of three members elected by Copernic, one of
which will be Mr. Marc Ferland, Chief Executive Officer of Copernic
who will also hold this position for Sunbay Canada and one member
for each of the minority shareholders comprising of Mr. John
Simmonds and Mr. Graham Simmonds.
At closing, Copernic will issue to Newlook 150,000 common shares
of its stock for its equity position in Sunbay Canada along with
another 350,000 common shares to be issued to Newlook for a cash
consideration of $1,400,000US. In this regard, 2208720 Ontario
Limited has agreed to assign all of its rights and obligations
under the subscription agreement dated November 12, 2009 to
Newlook.
Copernic's purchase of Sunbay Canada is contingent on
satisfactory due diligence, the entering into definitive
documentation with respect to the acquisition of the Sunbay Canada
common shares, the assignment of various marketing and development
agreements to Sunbay Canada, the disposition of certain debt
obligations of a subsidiary of Sunbay Energy aggregating no more
than $1,000,000 CDN and the approvals from regulatory authorities
and from Sunbay Canada's, Newlook's and Copernic's Board of
Directors.
Should Copernic decide not to purchase Sunbay Canada shares,
then Newlook will be issued 500,000 shares of Copernic for
$2,000,000US in cash as originally stipulated in the private
placement with 220872 Ontario Inc. Should Newlook fail to close the
private placement, a $400,000US break fee will be payable by
Newlook to Copernic.
Various equity instruments will be held in escrow until closing
which is scheduled no later than April 30, 2010.
Mr. Marc Ferland, Chief Executive Officer of Copernic stated
that "Sunbay Canada has the potential of being the Canadian market
leaders with its core team, its industrial partnerships and the
progress accomplished to date in a variety of waste conversion and
energy generation projects."
Mr. John Simmonds, representing 2208720 Ontario Limited stated
that; "We've agreed with Copernic that the rights and obligations
under the November 12, 2009 subscription agreement will be assigned
to Newlook Industries Corp., an entity in which I am a shareholder,
chairman and CEO. Our decision was based on creating significant
shareholder value for all concerned. I am also pleased that we were
able to agree on terms that will accelerate the development of
certain waste to energy projects Newlook is involved in while
potentially retaining a meaningful ownership interest."
About Copernic Inc.
Copernic Inc. specializes in developing, marketing and selling
cutting-edge search technology, providing innovative home and
business software products and solutions for desktop, web and
mobile users, through its online properties, including
www.mycopernic.com and www.copernic.com. With its award winning
Copernic Desktop Search® software search engine product, the
Company brings the power of a sophisticated, yet easy-to-use search
engine to the user's PC.
More information can be found at www.copernic.com.
Statements contained in this press release, which are not
historical facts, are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and
uncertainties that can cause actual results to differ materially
from estimated results. Such risks and uncertainties are detailed
in the Company's filings with the Securities and Exchange
Commission and the Ontario Securities Commission. The Company
expressly disclaims an intent or obligation to update any
description of the scope, focus or subject matter of the statements
in this press release.
www.copernic.com
Contacts: Copernic Inc. Marc Ferland President and Chief
Executive Officer Telephone Toll Free: 877-289-4682 #1013
418-527-0528 #1013 mferland@copernic.com
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