TORONTO, ONTARIO--(Marketwire - Oct. 20, 2009) - xRM Global Inc. (TSX VENTURE:XRM) ("xRM") is pleased to announce that it has completed its proposed business combination with EM Technologies, Inc. ("EMT"), a company formed under the laws of Barbados with its head office in Bridgetown, Barbados, to acquire all of the issued and outstanding securities of EMT (the "Business Combination") following the receipt of administrative approval from the Government of Barbados of the transfer of all of the outstanding shares of EMT to xRM.
The Business Combination follows the completion by EMT of a financing pursuant to which EMT raised US$1,382,000 through the issuance of 2,764,000 common shares of EMT at a price of $US0.50 per share. The Business Combination consists of the issuance of 26,042,577 common shares ("xRM Common Shares") from the treasury of xRM on a one for one basis at a deemed price of US$0.50 per share in exchange for 26,042,577 common shares of EMT for a purchase price of EMT of US$13,021,288.50. In addition, warrants to purchase 724,400 common shares of EMT have been continued as warrants to purchase an equivalent number of xRM Common Shares. Further, in conjunction with the completion of the Business Combination 200,000 options to purchase xRM Common Shares have been issued to each of Eric Leslie and William (Doug) Beynon, who are joining the Company as directors.
Following the completion of the Business Combination there are 28,759,777 (30,117,617 on a fully diluted basis) issued and outstanding xRM Common Shares.
There are 10,628,000 xRM Common Shares (representing 36.95% percent of the total issued and outstanding xRM Common Shares) and 471,720 options to acquire xRM Common Shares held under a 36-month escrow with xRM's escrow and transfer agent pursuant to a National Policy 46-201 Escrow for Initial Public Offerings Escrow Agreement, a TSX Venture Exchange ("TSXV") Form 5D Value Escrow Agreement and a TSXV Form 2F CPC Escrow Agreement with 10% of such xRM Common shares being released on October 21, 2009 and the remainder being released in equal six-month intervals.
The Business Combination constitutes xRM's capital pool qualifying transaction pursuant to the policies of the TSXV and xRM is now a Tier 2 Technology issuer on the TSXV. EMT continues as a wholly-owned subsidiary of xRM.
Gary Bartholomew has assumed the role of Chief Executive Officer of xRM with Jeff Patterson resigning as Chief Executive Officer but remaining as Chief Financial Officer and Secretary. xRM's Board of Directors is now comprised of Gary Bartholomew, Jeff Patterson, Eric Leslie and William (Doug) Beynon, with Howard Broughton having resigned as a director.
xRM is a Canadian based company with one wholly-owned and operating subsidiary, being EM Technologies, Inc. EMT, is a client relationship management software-as-a-service solutions provider based in Bridgetown, Barbados. EMT markets, sells, designs, installs and maintains client relationship management software-as-a-service solutions for commercial customers. While EMT intends to continue to market and sell in its current markets, it also intends to expand to other markets including Canada, Europe, China and the member countries of the Gulf Cooperation Council for the Arab States of the Gulf.