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TORONTO, ONTARIO--(Marketwired - Mar 1, 2016) - Miles Technology Inc. ("Miles") is pleased to announce that, effective March 1, 2016, Miles, APTN Property Development Corp. ("APTN"), and 2497302 Ontario Inc. ("Miles Subco"), a wholly-owned subsidiary of Miles, have completed a three-cornered amalgamation transaction (the "Transaction") under the Business Corporations Act (Ontario), whereby shareholders of APTN were issued shares of Miles, and Miles Subco and APTN amalgamated to form a new entity named "APTN Property Development Corp." ("Amalco"), which is a wholly-owned subsidiary of Miles, all in accordance with an amalgamation agreement (the "Amalgamation Agreement") dated as of February 29, 2016 among Miles, APTN, and Miles Subco.
Pursuant to the terms of the Amalgamation Agreement, each shareholder of APTN received one (1) common share of Miles (a "Miles Share") issued from treasury for every one (1) common share of APTN held by such shareholder. Immediately prior to the Transaction becoming effective, APTN had outstanding 1,700,200 common shares, and no convertible or other securities outstanding. After completion of the Transaction an aggregate of 2,795,200 Miles Shares are now issued and outstanding with former shareholders of APTN holding 1,700,200 Miles Shares, representing approximately 60.8% of the outstanding Miles Shares, and the original shareholders of Miles holding 1,095,000 Miles Shares, representing approximately 39.2% of the outstanding Miles Shares.
In addition AireSurf Networks Holdings Inc., a shareholder of Miles holding 1,010,000 Miles Shares has agreed to sell an aggregate of 750,000 Miles Shares, including an aggregate of 725,000 to be held directly or indirectly, or over which control or direction is to be held, by existing shareholders of APTN.
The board of directors of each of the companies approved the Transaction and the Transaction was also approved by the shareholders of each of APTN and Miles Subco.
Each of the four (4) directors of Miles and each of its officers has resigned, and the following three (3) nominees of APTN have been appointed to the board and to the following management positions:
Paolo Abate, President - Chief Executive Officer and Director
Nick Tsimidis - Chief Financial Officer, Secretary and Director
Vince Abate - Director
Early Warning Requirement
Pursuant to the Transaction, Paolo Abate (address c/o APTN Property Development Corp., 1-71 Marycroft Avenue Vaughan, Ontario, L4L 5Y6) the new Chief Executive Officer and a director of the Company, has acquired a combination of registered ownership and control or direction over an aggregate 850,100 Miles Shares, and also has the right to acquire control or direction over an additional 375,000 Miles Shares, representing approximately 43.8% in the aggregate of the outstanding Miles Shares. Nick Tsimidis (address c/o APTN Property Development Corp., 1-71 Marycroft Avenue Vaughan, Ontario, L4L 5Y6), the new Chief Financial Officer, Secretary and a director of the Company, has become the registered holder of 850,100 Miles Shares, and also has the right to acquire indirect ownership over an additional 350,000 Miles Shares, representing approximately 42.9% in the aggregate of the outstanding Miles Shares.
For the purposes of National Instrument 62‐103 early warning reporting, the Miles Shares were acquired as a result of the Transaction and the Miles 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 reports can be obtained under the Company's profile on SEDAR at www.sedar.com.
About APTN Property Development Corp.
Amalco is a holding company amalgamated under the laws of the Province of Ontario. It is currently reviewing various venture opportunities for possible investment and or acquisition.
Shares Outstanding: 2,795,200
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 Miles and its business and affairs, readers should refer to Miles's Management's Discussion and Analysis. Miles 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.
Miles Technologies Inc.
CFO & Secretary