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Kraken to be released on TSX
Posted Friday, February 20, 2015
KRAKEN SONAR INC.
(formerly Anergy Capital Inc.)
KRAKEN SONAR INC. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND RESUMPTION OF TRADING
February 18, 2015 - ST JOHN'S, NEWFOUNDLAND - Kraken Sonar Inc. (TSX-V: ACA.H) (formerly Anergy Capital Inc.)(the "Company") is pleased to announce that it has completed its previously announced acquisition (the "Acquisition") of all of the issued and outstanding shares of Kraken Sonar Systems Inc. ("Kraken"), constituting the qualifying transaction of the Company pursuant to the policies of the TSX Venture Exchange (the "Exchange"). As a consequence of the Acquisition, the Company will carry on the business of Kraken.
The Company's common shares are expected to resume trading on Tuesday, February 24, 2015, on the Exchange under the ticker symbol "PNG" after the Exchange's conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Acquisition.
In connection with the closing of the Acquisition, the Company completed a pre-closing private placement financing (the "Financing") for gross proceeds of $200,000 and issued 4,000,000 units. The terms of the Financing are described in the Company's news release dated October 14, 2014 filed on SEDAR and available for review at www.sedar.com under the Company's profile.
Immediately prior to the closing of the Acquisition, the Company completed a consolidation (the "Consolidation") of its issued and outstanding common shares on a 2.25 to 1 basis, continued to the federal jurisdiction of Canada and changed its name to "Kraken Sonar Inc.".
Pursuant to the Acquisition, the Company acquired all of the issued and outstanding common shares of Kraken and issued 65,563,333 post-Consolidation common shares (which include 14,063,326 common shares issued to bridge loan holders of Kraken who converted an aggregate of $2,109,500 into common shares of Kraken pursuant to irrevocable conversion agreements immediately prior to the Acquisition) to the shareholders of Kraken at a deemed price of $0.15 per post-Consolidation common share and 1,500,000 post-Consolidation common shares to Global Securities Inc., who acted as a finder.
As a result of the Acquisition, Kraken has become a wholly-owned subsidiary of the Company.
After the completion of the Acquisition, the Company has 70,957,110 common shares issued and outstanding (on an undiluted basis). The Company also has 14,952,214 warrants outstanding of which 444,444 are exercisable at a price of $0.15 per share until October 10, 2016 subject to earlier expiry on the date that is thirty days following the issuance of a press release confirming the Company's shares have traded at or above $0.45 for twenty consecutive trading days; 444,444 are exercisable at a price of $0.40 per share until October 10, 2016 subject to earlier expiry on the date that is thirty days following the issuance of a press release confirming the Company's shares have traded at or above $0.60 for twenty consecutive trading days; and 14,063,326 are exercisable at a price of $0.15 per share until February 18, 2018 subject to earlier expiry on the date that is thirty days following the issuance of a press release confirming the Company's shares have traded at or above $0.45 for twenty consecutive trading days.
The principals of the Company collectively hold 32,642,995 common shares, of which 32,292,499 are subject to a Tier 2 Value Security Escrow Agreement and 350,496 remain subject to a Form 2F CPC escrow agreement dated June 12, 2008, as amended October 15, 2008.
In connection with the completion of the Acquisition, the Company is pleased to announce its new board of directors as follows: Karl Kenny, John Travaglini, Harley Sinclair and Moya Cahill. In addition, the Company is pleased to announce its new executive management as follows:
Karl Kenny - President and Chief Executive Officer
• Kim Evans - Chief Financial Officer
• Harley Sinclair - VP Legal and Corporate Secretary
Summaries of the biographies for all of the directors and executive management of the Company are set out in the Company's Filing Statement dated February 5, 2015 (available on SEDAR at www.sedar.com).
ON BEHALF OF THE BOARD
President, Chief Executive Officer and Director
For further information, please contact:
Flora Wood, IR & Corporate Communications
Telephone: 709-757-5757 ext. 270
Neither the TSX Venture Exchange Inc. nor its Regulation Services Provide (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.