Early Warning Press Release – PowerBand Solutions Inc.
BURLINGTON, Ontario, Feb. 09, 2018 (GLOBE NEWSWIRE) — Mr. Kelly Jennings, the CEO and a director of PowerBand Solutions Inc. (TSXV:PBX) (“PowerBand“) (formerly Marquis Ventures Inc.) announces that he has received from PowerBand, 50,207,379 common shares (the “Jennings Securities“), representing approximately 22.93% of the issued and outstanding common shares of PowerBand on an undiluted basis in connection with a qualifying transaction described in PowerBand’s filing statement dated September 29, 2017 (the “Filing Statement“). The Jennings Securities were received in exchange for 50,207,379 common shares of privately-held PowerBand Global Dealer Services Inc. (“PDGS“), as described in the Filing Statement.
In addition, Mr. John Mahoney and 9422846 Canada Ltd., an entity controlled by Mr. Mahoney (and collectively with Mr. Jennings, the “Acquirors“), announces that they have received from PowerBand an aggregate of 23,783,000 common shares (the “Mahoney Securities“, and together with the Jennings Securities, the “Securities“), representing approximately 10.86% of the issued and outstanding common shares of PowerBand on an undiluted basis in connection with a qualifying transaction described in the Filing Statement. The Securities were received in exchange for 23,783,000 common shares of PGDS, as described in the Filing Statement.
The Securities held by Mr. Jennings and 9422846 Canada Ltd. are subject to a TSX Venture Exchange Tier 2 Value Security Escrow Agreement (the “Escrow Agreement“). Upon release of the Securities from escrow pursuant to the terms of the Escrow Agreement and with respect to those Securities not held in Escrow, the Acquirors may dispose of the Securities in accordance with applicable securities laws. The Acquirors may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments of PowerBand in the open market or otherwise, and reserve the right to dispose of any or all of their Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of PowerBand and other relevant factors, including compliance with applicable securities laws.
A copy of the early warning reports to be filed by the Acquirors will be available on SEDAR under PowerBand’s profile. This news release is issued under the early warning provisions of the Canadian securities legislation..
Further details regarding the Qualifying Transaction are set out in the Filing Statement and news releases dated February 1 and February 8, 2018, available under PowerBand’s profile at www.sedar.com.
For further information, please contact:
(289) 608 8318