Business
Lemontonic Inc. announces revised terms of proposed reverse takeover with Pioneering Technology Inc. and sale of Lemontonic business to Silverback Media
Lemontonic Inc. announces revised terms of proposed reverse takeover with Pioneering Technology Inc. and sale of Lemontonic business to Silverback Media.
About this update from Pioneering Technology Corp.
[{"type":"text","content":"\n\n\n\n\n/(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)/\n\nTSX VENTURE: LEM-X\n\nTORONTO, Sept. 19 /CNW/ - Lemontonic Inc. (\"Lemontonic\" or the\n\"Corporation\") (TSX Venture: LEM-X) today announced amendments to its proposed\nbusiness combination with Pioneering Technology Inc. (\"Pioneering\") pursuant\nto an amending letter agreement entered into on September 16, 2005 (the\n\"Pioneering Letter Agreement\").\n\"We have been working through the details of this transaction for a\nnumber of months and I am satisfied that we have maximized the potential value\nfor Lemontonic shareholders,\" stated Mark Pavan, CEO of Lemontonic. \"We will\nbe holding a conference call within the next ten days to answer any further\nquestions shareholders may have.\"\n\nSummary of the Proposed Reverse Takeover\n\nAs previously announced, Lemontonic entered into a non-arm's length\nletter agreement dated April 26, 2005 with Pioneering and the principal\nshareholders of Pioneering, pursuant to which the Corporation and Pioneering\nhave agreed to complete a business combination (the \"Business Combination\") to\nform a new company called Pioneering Technology Inc. (\"New Pioneering\"). The\nBusiness Combination is expected to constitute a Reverse Takeover of the\nCorporation as defined in the policies of the TSX Venture Exchange Inc. (\"TSX\nVenture\").\nPursuant to the Pioneering Letter Agreement, immediately prior to the\nproposed Business Combination with Lemontonic, Pioneering will reorganize its\ncapital structure (the \"Pioneering Reorganization\") so as to have 155,000,000\ncommon shares (the \"Pioneering Common Shares\") issued and outstanding and no\nstock options, warrants or other dilution. Pursuant to the Pioneering\nReorganization the holders of all units of Energy Smart General Partnership\nwill convert their units into Pioneering Common Shares and the Marketing and\nDevelopment Agreement dated as of January 2, 2003 between Pioneering and\nEnergy Smart General Partnership will be terminated.\nPursuant to the Pioneering Letter Agreement, Pioneering will not be\nproceeding with a private placement financing as previously announced but\nalternatively the Business Combination will be completed after Lemontonic has\ncompleted a private placement of approximately 23,000,000 units of Lemontonic\n(the \"Lemontonic Units\") at a pric...