TSX Venture Exchange Symbol - FII
MARKHAM, ON, July 4 /CNW/ - Flagship Industries Inc. (TSX Venture: FII) (the "Company") is pleased to announce that Gordon Keep and Larry Copeland have been appointed as members of the Board of Directors. Mr. Keep is the Managing Director, Corporate Finance with Endeavour Financial in Vancouver, British Columbia. Mr. Copeland is a Director with the British Columbia Centre for Disease Control in Vancouver, British Columbia whose career has spanned over 30 years in the field of public health.
Mr. Keep and Mr. Copeland are replacing Michael Devine and Sarah Langdon as directors of the Company, who have tendered their resignations as directors. The Board wishes to thank Mr. Devine and Ms. Langdon for their past services. Mr. Keep has also been appointed President to replace Mr. Devine, who has also resigned as President and Chairman of the Company.
The Company also wishes to announce that, subject to acceptance by the TSX Venture Exchange and the approval of the Company's shareholders at its next shareholders meeting, it has adopted a form of stock option plan which has been approved by the Company's board of directors and which will reserve a rolling maximum of 10% of the issued shares of the Company at the time of a stock option grant, with vesting provisions to be determined by the Company's board of directors.
The Company has also granted options to purchase an aggregate of up to 2,750,000 shares at a price of C$0.75 per share exercisable for a period of five years to Mr. Keep, Mr. Copeland and three charitable organizations, including The Radcliffe Foundation (the "Foundation"), subject to regulatory approval.
In addition, the Foundation announces that, subject to regulatory approval, it has acquired options to purchase up to 2,000,000 common shares of the Company at a price of C$0.75 per share exercisable for a period of five years. After giving effect to this acquisition, the Foundation directly or beneficially holds an aggregate of: (i) 26,100,000 common shares representing 35.97% of the issued and outstanding common shares of the Company; (ii) 17,100,000 common share purchase warrants, representing 40.71% of the issued and outstanding warrants of the Company; and (iii) 2,000,000 options, representing 50.00% of the issued and outstanding options of the Company. If the Foundation's warrants and options were to be exercised, the Foundation would beneficially own approximately 49.31% of the Company's common shares on a partially diluted basis.
The Foundation has acquired the securities of the Company for investment purposes. The Foundation has no present intention of acquiring other securities of the Company or disposing of any of the securities of the Company it currently holds. For further information regarding the Foundation's acquisition of securities of the Company or to obtain a copy of the early warning report in respect of this transaction, please contact John Proust at (604) 696-9020. A copy of the early warning report will also be available under the Company's profile on SEDAR at www.sedar.com.
On behalf of Flagship Industries Inc.
"Gordon Keep"
Director
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