September 25, 2015 – Stinton Exploration Ltd. (“Stinton” or the “Company”) is pleased to announce that on September 24, 2015 the Company and ICEsoft Technologies Canada Corp. (“ICEsoft”) closed their previously announced business combination transaction pursuant to which the Company has acquired the business and assets of ICEsoft Technologies Canada Corp. (“ICEsoft”). Pursuant to the amalgamation agreement (the “Agreement”) among the Company, 9425420 Canada Inc. (“Subco”), a wholly-owned subsidiary of the Company, and ICEsoft, ICEsoft and Subco amalgamated (the “Amalgamation”) and continued as one corporation (“Amalco”) that is a wholly-owned subsidiary of the Company. The Amalgamation constitutes a reverse take-over of the Company by ICEsoft
Prior to closing of the Amalgamation (“Closing”), ICEsoft undertook a financing of units at CAD$2.00 per unit, raising an aggregate of CAD$133,500, each unit consisting of one common share and one-half of one common share purchase warrant. Each whole warrant is exercisable until December 31, 2017, at a price of not less than CAD$2.40 per share.
Pursuant to the Agreement, each issued and outstanding ICEsoft common share, warrant, and option was exchanged for common shares, warrants, and options of the Company on a 160 for 1 basis, at a deemed price of CAD$0.0125 per Stinton share. On Closing, pursuant to the Agreement, Stinton issued 490,680,000 common shares to ICEsoft shareholders.
In connection with the Agreement, certain directors of the Company (the “Lenders”) have agreed to convert their outstanding loans to the Company into common shares of Stinton. The Lenders, collectively, will receive Stinton common shares with a value of USD$102,600 less 1.1 times the amount of accounts payable not covered by the working capital of the Company at Closing. The final value of shares to be issued to the lenders will depend on the $USD – $CAD exchange rate and the amount of the accounts payable at Closing.
Also in connection with the Agreement, the Company transferred its 25% interest in the Buffalo Nickel Project back to Mr. Bill Hood in return for the cancellation of 320,000 shares of the Company held by Mr. Hood.
Upon Closing, Messrs. David Gurvey, Eric Hinton, Keith Sinclair and Wayne Stebbe resigned as directors and officers of the Company. Mr. Mark Francis remains a director of the Company and Messrs. Brian McKinney, Derrick Hunter and Bruce Derrick were appointed as directors of the Company. Management of the Company consists of Brian McKinney as President and CEO and Wilbur Turner as VP Sales. In addition, Messrs. Francis and McKinney were appointed as directors of Amalco.
At the request of the Company, MNP LLP (the “Former Auditor”) has resigned as the Company’s auditor effective September 24, 2015. The Board of Directors has appointed Collins Barrow LLP as the Company’s auditor effective September 24, 2015.
There were no reservations or modified opinions in the Former Auditor’s reports in connection with the financial statements of the Company for the Company’s two most recent fiscal years and any subsequent period, and there are no “reportable events” (as defined in the National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) between the Company and the Former Auditor. The Company will be filing the required reporting package in accordance with NI 51-102.
The Company intends to call an annual and special shareholders’ meeting to be held on October 30, 2015, at which it is expected that shareholders will be asked to approve, among other items, a share consolidation, a name change, a change of registered office and a stock option plan.
About Stinton Exploration Ltd.:
Stinton Exploration Ltd. is a software as a service (“SaaS”) company with approximately USD$2 million in 2014 revenues and a new software which it is preparing to launch. Stinton’s current software, which is available as freeware with a pay to use version, is used by some 150,000 developers, 20,000 companies, and some 400 paying customers.
For more information, please contact:
Brian McKinney, President and Chief Executive Officer Tel: 403-663-3320
Forward-Looking Information Advisory
This press release contains “forward-looking information”, which is disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action. In particular, the forward-looking information in this press release includes information regarding Stinton’s proposed changes after the Amalgamation; and Amalco’s business. Actual results may vary from the forward- looking information in this press release. Material risk factors that could cause actual results to differ materially from the forward-looking information include; failure to receive Stinton shareholder approval of the proposed name change, share consolidation, change of registered office and stock option plan; and the Company not realizing its business objectives after the Amalgamation. The material factors or assumptions that were used to develop the forward-looking information in this press release include Stinton effecting the proposed name change, share consolidation, change of registered office and adoption of a stock option plan; and Amalco achieving its business objectives. The Company’s views regarding possible events, conditions or financial performance may change. However, the Company does not intend to update the forward-looking information in this press release, except as required by applicable securities legislation.