Calgary, AB, November 6, 2003 - Cell-Loc Inc. (TSX: CLQ) ("Cell-Loc" or the "Company") today reported its financial results for the fiscal year ended June 30, 2003.
For the year ended June 30, 2003, Cell-Loc reported a net loss of $18.7 million ($0.63 per share) as compared to $8.5 million ($0.30 per share) for the previous year. Included in the $18.7 million loss is over $14.4 million in business restructuring costs and asset impairment charges consisting of write-downs of intellectual property, network assets and goodwill.
Also
today, the Company reports the mailing to securityholders of the Notice of
Annual and Special Meeting, Notice of Petition and Information Circular for the
securityholders' meeting to be held on December 1, 2003 respecting the
previously announced "Plan of Arrangement" transaction (the
"Arrangement") involving the Company, 1073691 Alberta Ltd.
("1073691") and Capitol Energy Resources Investment Partnership.
Pursuant to the Arrangement:
(i) the Company will change its name from
"Cell-Loc Inc." to "Capitol Energy Resources Ltd.";
(ii) a new class of voting common shares
(the "Capitol Energy Shares") and a new class of non-voting common
shares (the "Capitol Energy Non-Voting Shares") of the Company will be
created, the terms of the non-voting shares providing for "coat-tail"
rights which give the holders thereof the right to participate, on identical
terms, in a takeover bid resulting in the acquisition of at least 50 percent of
the voting shares;
(iii) $4.9 million will be invested in Cell-Loc
by a group of private investors through the purchase of an aggregate of
approximately 56 million Capitol Energy Shares and Capitol Energy Non-Voting
Shares and the purchase of $200,000 of non-interest bearing, unsecured,
redeemable, convertible debentures;
(iv) Cell-Loc's existing technology assets and all
associated contractual obligations, as well as $2.5 million in cash, will
be transferred from Cell-Loc to 1073691 in consideration of common shares of
1073691, all of which shares shall be distributed to current Cell-Loc
shareholders in step (v) below; and
(v) Cell-Loc's current shareholders will exchange
each Cell-Loc share held for one share of 1073691 and one-half of one
Capitol Energy share. As a result of this exchange, the outstanding common shares
of Cell-Loc will effectively have been consolidated on a one for two basis.
Holders of Cell-Loc warrants and share purchase options will receive, in retirement of such securities, similar securities in 1073691 and in Capitol Energy, on the basis of one full security in 1073691 and one-half of one security in Capitol Energy for each Cell-Loc warrant or option currently held.
As a result of the Arrangement, shareholders will own 100 percent of 1073691, which company will own all of Cell-Loc's existing assets related to its wireless location technology business and will have an additional $2.5 million in working capital. Shareholders will also own approximately 22 percent of the outstanding equity of Capitol Energy (including 55 percent of the outstanding voting shares), which company will be poised, with a new board of directors (led by Mr. Grant Billing) and $1 million in additional working capital, to recruit a management team and focus on building a successful oil and gas exploration, production and marketing company. Both companies will be seeking listings on the TSX Venture Exchange in conjunction with the completion of the Arrangement.
The June 30, 2003 financial statements will be immediately filed on SEDAR and concurrently mailed to shareholders along with the Notice of Annual and Special Meeting, Notice of Petition and Information Circular, which mailing is to occur on or about November 6, 2003. Further, any Cell-Loc shareholder entitled to receive the June 30, 2003 financial statements may obtain a copy of them in advance upon request to Cell-Loc.
About Cell-Loc Inc. Forward Looking Statements: This news release contains certain
information that may constitute forward-looking statements under applicable
securities laws. The reader is cautioned that assumptions used in the
preparation of such information, although considered reasonable by the Company
at the time of preparation, may prove to be incorrect. Actual results achieved
may vary from the results anticipated or implied herein and variations may be
material. There is no representation by the Company that actual results achieved
will be the same in whole or in part as those implied in any forward looking
statements.
Neither the TSX nor the TSX Venture Exchange has approved nor disapproved of
the contents of this news release. To receive Cell-Loc Inc. news, please subscribe to CCNMatthews' Hot Off The Wire free news service (http://eservices.ccnmatthews.com/hotw/index.jsp).
Cell-Loc contact:
Tammy Yamkowy
Cell-Loc Inc. (www.cell-loc.com), a leader in the wireless location industry, is
the developer of Cellocate™, a family of network-based wireless location
products that enable location-based services. Located in Calgary, Alberta,
Cell-Loc currently develops, markets and supports its patented wireless location
technology in Asia as well as North and South America, with a view to expanding
globally. Cell‑Loc is listed on the Toronto Stock Exchange (TSX) under the
trading symbol: "CLQ."
Director, Corporate Communications & Investor Relations
Phone: 403.569.5748
tammy.yamkowy@cell-loc.com