CST: 23/08/2016 20:30:52   

Acquisition of Common Shares of Miles Technology Inc.

173 Days ago

TORONTO, ONTARIO--(Marketwired - Mar 3, 2016) - In accordance with an amalgamation agreement (the "Amalgamation Agreement") dated February 29, 2016 among Miles Technology Inc. (the "Company"), APTN Property Development Corp. ("APTN"), and 2497302 Ontario Inc. ("Subco"), the parties completed an amalgamation transaction (the "Transaction") effective March 1, 2016. Pursuant to the Transaction, APTN and Subco amalgamated to form a new entity APTN Property Development Corp. ("Amalco"), a wholly owned subsidiary of the Company, and each shareholder of APTN received one (1) common share (a "Miles Share") of the Company for every one (1) common share of APTN held by such shareholder. After completion of the Transaction an aggregate of 2,795,200 Miles Shares are 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 the Company holding 1,095,000 Miles Shares, representing approximately 39.2% of the outstanding Miles Shares.

As a result of the Transaction, Nick Tsimidis, who is located c/o APTN Property Development Corp., 1-71 Marycroft Avenue, Vaughan, Ontario, L4L 5Y6, acquired direct ownership of 850,100 Miles Shares, representing approximately 30.4% of the outstanding Miles Shares. Additionally, pursuant to a share purchase agreement dated March 1, 2016 (the "SPA") with an existing shareholder of the Company, AireSurf Networks Holdings Inc. ("AireSurf"), Mr. Tsimidis has a right to acquire indirect ownership of an additional 350,000 Miles Shares on or about April 8, 2016, representing an additional 12.5% of the outstanding Miles Shares, through the purchase of Miles Shares by SGMM Investments Ltd., a company controlled by Mr. Tsimidis. Pursuant to the Transaction and the SPA, Mr. Tsimidis has acquired, in the aggregate, a combination of direct ownership and a right to acquire indirect ownership of, 1,200,100 Miles Shares, representing approximately 42.9% of the outstanding Miles Shares. The Miles Shares issued pursuant to the Transaction were issued at a deemed value of approximately $0.0206 per share. Pursuant to the SPA, the consideration for each Miles Share to be purchased from AireSurf on or about April 8, 2016 is $0.005. Mr. Tsimidis has acquired the above-noted securities of the Company for investment purposes and may, depending on market and other conditions, increase his beneficial ownership, control or direction over the Miles Shares or other securities of the Company, through private agreements, treasury issuances, or otherwise.

Also as a result of the Transaction, Paolo Abate, who is located c/o APTN Property Development Corp., 1-71 Marycroft Avenue, Vaughan, Ontario, L4L 5Y6, acquired direct ownership of 250,100 Miles Shares, representing approximately 8.9% of the outstanding Miles Shares, and has acquired shared control or direction (but not ownership) over an additional 600,000 Miles Shares, representing approximately 21.5% of the outstanding Miles Shares. Additionally, pursuant to a SPA with AireSurf, Mr. P. Abate has a right to acquire shared control and direction (but not ownership) over an additional 375,000 Miles Shares on or about April 8, 2016, representing an additional 13.4% of the outstanding Miles Shares. Pursuant to the Transaction and the SPA, Mr. P. Abate has acquired, in the aggregate, a combination of direct ownership, shared control and direction over, and a right to acquire shared control or direction over, 1,225,100 Miles Shares, representing approximately 43.8% of the outstanding Miles Shares. The Miles Shares issued pursuant to the Transaction were issued at a deemed value of approximately $0.0206 per share. Pursuant to the SPA, the consideration for each Miles Share to be purchased from AireSurf on or about April 8, 2016 is $0.005. Mr. P. Abate has acquired the above-noted securities of the Company for investment purposes and may, depending on market and other conditions, increase his beneficial ownership, control or direction over the Miles Shares or other securities of the Company, through private agreements, treasury issuances, or otherwise.

Also as a result of the Transaction, Vincenzo Abate, who is located c/o APTN Property Development Corp., 1-71 Marycroft Avenue, Vaughan, Ontario, L4L 5Y6, acquired direct ownership of 600,000 Miles Shares, representing approximately 21.5% of the outstanding Miles Shares. Additionally, pursuant to a SPA with AireSurf, Mr. V. Abate has a right to acquire direct ownership over an additional 375,000 Miles Shares on or about April 8, 2016, representing an additional 13.4% of the outstanding Miles Shares. Pursuant to the Transaction and the SPA, Mr. V. Abate has acquired, in the aggregate, a combination of direct ownership, and a right to acquire direct ownership, of 975,000 Miles Shares, representing approximately 34.9% of the outstanding Miles Shares. The Miles Shares issued pursuant to the Transaction were issued at a deemed value of approximately $0.0206 per share. Pursuant to the SPA, the consideration for each Miles Share to be purchased from AireSurf on or about April 8, 2016 is $0.005. Mr. V. Abate has acquired the above-noted securities of the Company for investment purposes and may, depending on market and other conditions, increase his beneficial ownership, control or direction over the Miles Shares or other securities of the Company, through private agreements, treasury issuances, or otherwise.

A copy of the three Early Warning Reports filed under applicable Canadian provincial securities legislation in connection with the shareholdings in the Company of Messrs. Tsimidis, P. Abate and V. Abate may be found at www.sedar.com under the Company's profile.

For further information on this press release and to obtain a copy of the early warning report please see the contact information below.

Nick Tsimidis
CFO & Secretary
Miles Technology Inc.
Telephone: 289.371.3080
Email: ntsimidis@nstprofessionalcorp.com