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SelectCore CompletesAsset Acquitision of Canquest Communications
For Immediate Release: August 01, 2007WINDSOR, ON: Further to the news release dated July9th, 2007, SelectCore Ltd. (the "Company") (TSX-V: SCG), today announcedthat it has closed its acquisition of substantially all of the assetsof Canquest Communications (Canada) Inc. and its subsidiary, CanquestCommunications (Wireless) Inc. (collectively, "Canquest").
Pursuant to an asset purchase agreement dated July 6,2007 (the "Asset Purchase Agreement"), the Company agreed to pay anaggregate amount of $5,722,353 of which $1.5 million was satisfiedthrough the issuance of 5 million common shares at a deemed price of
.30 per share, the assumption of $2,422,353 in liabilities and thepayment of $1,800,000. In addition, the Company issued an aggregate500,000 common share purchase warrants (the "Warrants") which entitlesthe holder thereof to purchase one (1) common share (a "Warrant Share")in the capital of the Company for a period of eighteen (18) months fromthe date of issuance at an exercise price of
.30 per Warrant Share.The purchase price is subject to adjustments pursuant to the terms andconditions of the Asset Purchase Agreement. The shares, Warrants,Warrants Shares (which are subject to a four-month hold period) and$291,167.12 have been paid into escrow pursuant to the terms of theAsset Purchase Agreement.
Canquest, based in Chatham, Ontario, is a prepaidtelecommunications and transaction-based technology company. It is awell-respected leader in the industry, servicing many of Canada'slargest incumbent phone companies and national-chain retailers.
Keith McKenzie, CEO of the Company stated "Thisacquisition provides us with people, resources and technology that willallow us to capitalize on the Company's product pipeline and retaildistribution channel. With this new team, we believe we can establish asolid foundation for continued growth."
Ryan Deslippe, President of the Company furthercommented "This has been an exciting and transformational event forSelectCore. The hard work and dedication of our transaction team andadvisors made this acquisition possible. We expect a seamlessintegration of our operations, and look forward to working with our newcolleagues."
The Company would also like to announce that it hasgranted an aggregate 2,575,000 stock options to its directors, officersand certain service providers of the Company. Each option is exercisableat
.20 per share until August 1, 2009.