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TORONTO, ONTARIO – March 18, 2015 – /BackupReview.info/ — Further to its press releases dated November 24, 2014 and March 4, 2015, Data Deposit Box Inc. (the “Company“) is pleased to announce that it has completed the amalgamation transaction (the “Transaction“) with Acpana Business Systems Inc. (“Acpana“), effective March 18, 2015.
Pursuant to the Transaction, and in accordance with an amalgamation agreement (the “Amalgamation Agreement“) dated November 17, 2014, among the Company, Acpana, and 2441043 Ontario Inc. (“Subco“), Acpana and Subco amalgamated to form “Amalco“, a wholly owned subsidiary of the Company, and each shareholder of Acpana and Subco received one (1) common share (a “Common Share“) of the Company for every one (1) Acpana common share or Subco common share, as applicable, held by such shareholder. In addition, each holder of an Acpana warrant and each holder of a Subco warrant or a Subco broker warrant received an equal number of warrants or broker warrants of the Company, as applicable.
Prior to the Transaction, Subco completed a series of private placements (collectively, the “Private Placements“) for gross proceeds of $2,880,869, issuing an aggregate of 11,002,898 common shares, 1,500,000 warrants exercisable for one common share at a price of $0.30 per share until September 18, 2017, and 9,502,898 warrants exercisable for one common share at a price of $0.50 per share until September 18, 2017. In addition, in connection with the completion of the Private Placements, Subco paid cash commissions to eligible persons in the aggregate amount of $148,644, and issued an aggregate of 495,480 broker warrants.
In accordance with the Amalgamation Agreement, effective on March 2, 2015, Acpana subdivided its common shares on a six (6) post-consolidated common shares for one (1) pre-consolidation common share (the “Subdivision“), resulting in Acpana having 16,524,408 common shares outstanding. The Amalgamation and the Subdivision were approved by the requisite two-thirds majority of the votes cast by shareholders at the special meeting of Acpana shareholders held on November 28, 2014.
In connection with the Transaction, the Company also intends to change its financial year end from August 30 to December 31.
The Common Shares have been conditionally accepted for listing on the Canadian Securities Exchange, subject to the satisfaction of customary listing conditions.
Pursuant to the Transaction, World Wide Pants Inc. (address: c/o Data Deposit Box Inc., Suite 703, 1 Eglinton Avenue East, Toronto, Ontario, M4P 3A1), a company controlled by Tim Jewell, the Chief Executive Officer and a director of the Company, has become the registered holder of 2,866,668 Common Shares representing approximately 10.04% of the outstanding Common Shares. For the purposes of National Instrument 62?103 early warning reporting, the Common Shares were acquired as a result of the Transaction and the Common Shares are held for investment purposes and the holder may, from time to time, acquire additional securities of the Company or dispose of such securities as it may deem appropriate. A copy of the applicable early warning report can be obtained under the Company’s profile on SEDAR at www.sedar.com.
Troy Cheeseman – President, Chief Operating Officer and Director
Tim Jewell – Chief Executive Officer and Director
Marco Guidi – Chief Financial Officer
Chris Irwin – Corporate Secretary and Director
Robert Smuk – Director
Scott Allen – Director
The Business of the Company
In early 2011, Acpana merged its decade’s worth of cloud backup experience with ROBOBAK’s impressive past that formed a dynamic match that will drive the technology to power cloud backup and recovery solutions for small businesses and partners alike for years to come.
The Company’s philosophy is to empower business owners and employees to take a more active role in understanding the value of their data. Massive improvements in technology are generating profound changes in the way companies create and share digital information. In today’s world data is power and we’re excited to see a new generation of businesses moving to embrace cloud-based platforms because the technology allows smaller companies to enjoy unprecedented levels of productivity, mobility, and security.
This news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
Shares Outstanding: 28,546,306
Source: Data Deposit Box Inc.
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