VANCOUVER, British Columbia , Nov. 01, 2018 — This news release is issued pursuant to the early warning requirements of National Instrument 62-103 with respect to the common shares (“Common Shares”) of Targeted Microwave Solutions Inc. (“TMS”).
Dr. James Young (“Young”) announced that today he has sold all of the Common Shares beneficially held by Young pursuant to the terms of a share purchase agreement (the “Share Purchase Agreement”) dated October 30, 2018 between Lornex Financial Group Inc. (“Lornex”) on behalf of itself and various purchasers, Young, and Satellite Overseas (Holdings) Limited (“SOHL”).
Under the terms of the Share Purchase Agreement, Young sold and assigned to the Purchaser a total of 27,341,611 Common Shares of TMS (the “Young Sale Shares”), representing approximately, 24.19% of the issued and outstanding Common Shares of TMS (assuming that 113,024,439 Common shares are and/or will be outstanding on closing). As a result of the completion of the sale transaction, Young will hold no Common Shares of TMS.
In connection with the sale of the Young Sale Shares, Satellite Overseas (Holdings) Limited (“SOHL”), also agreed to sell 55,981,161 Common Shares (the “SOHL Sale Shares”) to the Purchaser pursuant to the Share Purchase Agreement and assign all of SOHL’s right, title, and interest in and to the indebtedness (the “Outstanding Debt”) owed by TMS to SOHL (US$499,326).
The sale by Young of the Young Sale Shares was carried out by Young in connection with his decision to divest his interest in TMS and resign from TMS as CEO, Interim CFO, and Director, and was completed on November 1, 2018. Pursuant to the Share Purchase Agreement, all proceeds from the sale of the Young Sale Shares will be paid out to SOHL.
This news release is being issued under the early warning provisions of Canadian provincial securities legislation. A report respecting this transaction will be electronically filed with the applicable securities regulators and will be available for viewing under TMS’s profile on SEDAR (www.sedar.com). A copy of the report may also be obtained by contacting TMS using the contact information below.
Contact: Targeted Microwave Solutions Inc. at 778 995-5833.