VANCOUVER, May 3 /CNW/ - OneMove Technologies Inc. ("OneMove" or the "Company") (TSX.V:OM) is pleased to announce that it has completed a share exchange agreement with Neil Patel, founder of One Move Limited ("OneMove UK") to acquire the remaining 27.5% equity interest in One Move UK which was held by Mr. Patel. As a result of this acquisition, OneMove UK is now a wholly-owned subsidiary of the Company.
In exchange for the 27.5% interest in OneMove UK, the Company has agreed to issue to Mr. Patel up to 9,626,254 common shares of the Company in four tranches, at a deemed price of $0.36 per share. The first tranche of 5,584,169 shares was issued to Mr. Patel and Mr. Patel transferred his 27.5% interest to the Company effective May 3, 2007.
The issuance of the second tranche of 2,792,085 common shares of the Company is subject to OneMove UK achieving a "break even" financial position in any individual calendar month during the period of June, July, August and September 2007 and sustaining such position for one additional month immediately following the first month in which the "break even" financial position is achieved. "Break even" for such purposes has been defined as the point where OneMove UK's monthly revenues equal or exceed 1) its operational expenses (less loan interest), plus 2) its monthly loan payments as recorded in accordance with Canadian generally accepted accounting principals.
As previously announced, Mr. Patel was also to receive share purchase options contingent on achieving a set projected pre-tax income targets for Fiscal 2008 and 2009. This provision has been changed such that Mr. Patel will receive common shares of the Company in the third and fourth tranches comprising 750,000 and 500,000 common shares of the Company, respectively, for up to 1,250,000 additional shares. The issuance of the third tranche is subject to OneMove UK achieving a revenue target for the financial year ended June 30, 2008, which will be set by the Company's directors prior to the commencement of that financial year. The issuance of the fourth tranche is subject to OneMove UK achieving a revenue target for the financial year ended June 30, 2009, which again will be set by the Company's directors prior to the commencement of that financial year.
The transaction has been approved by the TSX Venture Exchange and all common shares to be issued to Mr. Patel will be subject to the escrow restrictions over three years, with a portion of the shares to be released from escrow every six months commencing on the issuance date of the first tranche, as required by Policy 5.4 of the TSX Venture Exchange entitled "Escrow, Vendor Consideration and Resale Restrictions". All common shares to be issued to Mr. Patel will also subject to a four month hold period commencing on the date of issuance as required by the Exchange.
The share purchase agreement with Mr. Patel was contingent upon the completion the previously announced brokered private placement with Cormark Securities Inc, (formerly Sprott Securities Inc.) and Canaccord Capital Corporation as agents, which is set to close on May 4, 2007.
In addition, the Company would also like to announce that it has amended its loan agreements with the various lenders that provided $1,490,000 of the $1,990,000 bridge loan financing received in March 2007. Originally the Company was to issue share purchase warrants to the lenders, but has subsequently agreed to issue 372,500 bonus shares at a deemed price of $0.40 per share in lieu of the original warrants. The bonus shares will be subject to a hold period of 4 months after the date of issuance.
In association with the bridge loan financing, the Company has agreed to pay Kingsdale Capital Markets Inc. a finder's fee of $25,000.00 and to grant Kingsdale share purchase warrants entitling Kingsdale to purchase up to 12,500 common shares of the Company at a price of $0.50 per share, exercisable for a period of 24 months from the date of closing the brokered private placement. The payment of the finder's fee and share purchase warrants is subject to acceptance by the TSX Venture Exchange.
About OneMove Technologies. www.onemovetech.com
OneMove began its business by developing a sophisticated software program that brought innovative advantages for all involved in British Columbia's real estate market, a Canadian province where real estate transactions were already near perfectly executed. OneMove then entered the market in the United Kingdom offering 'one-stop shop' services designed to simplify all aspects of buying and selling a home. OneMove currently operates in the British Columbia and U.K. markets. OneMove facilitates efficient communication between parties such as lawyers, conveyancers, realtors, lenders, buyers and sellers. OneMove's U.K. operations also offers a one-stop online shop for home buyers to access real estate listings through the largest property search portal, its unique insurance product, and its association of service providers which include realtors, solicitors and lenders (www.onemove.com).
Forward Looking Statements:
This press release contains certain "forward looking statements". These statements relate to future events or future performance and reflect expectations and belief regarding growth, results of operations, performance, business prospects, opportunities or industry performance and trends. These forward looking statements reflect current internal projections, expectations or beliefs and are based on information currently available. A number of factors could cause actual events or results to differ materially from the results discussed in the forward looking statements. Although it is believed that the forward looking statements contained in this press release are based upon reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward looking statements. These forward looking statements are made as of the date of this press release, and OneMove Technologies Inc. assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws.
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