TORONTO, March 31 /PRNewswire/ - Following the conclusion of a successful annual meeting of the Company on March 30, 2011 in Toronto, Todd Halpern, Chair of the Board of Directors, announced a series of reorganizational decisions that were unanimously approved by the shareholders.
"In addition to expanding our Board and considerably strengthening the governance and management of the corporation with a broadened leadership team of remarkable depth and experience (see separate release today), the shareholders have approved a number of fundamental changes to the Company's organizational and capital structure that will afford investors greater transparency, as well as improve the Company's prospects for growth", he said.
"Firstly, in order to position itself for an improved and upgraded listing profile over the coming months, the Company has approved its continuance from British Columbia into Ontario as its governing jurisdiction, has adopted a comprehensive new general bylaw and has changed its name to Alpha Quantitative Trading Inc. The Articles of Continuance will be filed forthwith."
"Secondly, in order to simplify and streamline its capital structure, the shareholders have authorized the early conversion of 5,250,000 special Class B preferred Shares into 52,500,000 common shares, thereby ensuring that all of its issued and outstanding equity is represented by voting common shares. In addition, the Company has streamlined and normalized its capital structure by eliminating all special classes of shares in favour of common shares with only one authorized class of preferred shares".
Prior to the meeting, the Company had significantly strengthened its balance sheet in two ways as part of its broader strategy to capitalize on the market opportunities that management has identified. All of the Company's debt (apart from usual trade payables), as represented by promissory notes in the aggregate principal amount of US$2,407,212, has now been eliminated. Specifically, in full and final satisfaction of US$2,486,930.28 in principal and interest owing under the notes, the Company has issued 41,307,100 common shares to a group of investors led by Mr. Halpern who agreed to purchase the notes to enable this restructuring.
In addition, the Company has successfully recapitalized itself by raising an additional C$2,500,000 through a non-brokered private placement of units taken up mostly by existing and new directors of the Company. The private placement consisted of (1) 9,523,809 common shares issued in connection with a December/January closing and (2) warrants on 38,095,238 common shares that are exercisable until close of business today. As a result of the private placement and the anticipated exercise of the warrants by all holders, it is expected that an additional 48,619,047 common shares will be issued.
"We are very pleased at what has been accomplished to reposition the Company for growth, especially through the streamlining of its capital structure and the strengthening of its balance sheet", said Mr. Halpern. "Now the Board and management can turn their full attention to building the business and creating shareholder value."
Except for historic information, the matters discussed in this document contain certain forward-looking statements. These statements involve known and unknown risks, delays, uncertainties and other factors not under the Corporation's control that may cause actual results, levels of activity, performance or achievements to be materially different from the results, levels of activity, performance, achievements or expectations expressed or implied by these forward-looking statements.
CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
SOURCE Quantitative Alpha Trading Inc. (QAT)