LAS VEGAS, NV – May 3, 2024 – DLT Resolution Inc. (OTC PINK:DLTI) (“DLT”), a US publicly traded acquisition company specializing in revitalizing and amplifying businesses, today provided an update with respect to its previously announced share exchange transactions (the “Share Exchanges”) with certain shareholders of Toronto-based Ciscom Corp. (CSE: CISC) (“Ciscom”).
DLT’s objective in pursuing the Share Exchanges was to consolidate a meaningful ownership position in Ciscom with a view to championing the interests of a group of 116 concerned shareholders of Ciscom (the “Concerned Shareholders”) who comprised approximately 42% of the issued and outstanding shares of Ciscom prior to the recent dilution resulting from additional Ciscom shares issued to certain members of the Ciscom management team over the past two months. Following a series of discussions with Ciscom’s principal regulator, the Ontario Securities Commission, relating to applicable Canadian securities law requirements in connection with the Share Exchanges, DLT has elected to unwind in full the Share Exchanges with the Concerned Shareholders, with the effect that, as at the date hereof, and subject to the new share exchanges set out below, DLT no longer owns any shares of Ciscom, and will re-enter into agreements as outlined herein. An early warning “exit report” and updated insider reporting will be filed by DLT in accordance with the requirements of Canadian securities laws. As consideration for the unwinding of the Share Exchanges, DLT will issue 2,500 common shares of DLT (being an aggregate of 290,000 DLT common shares) to each of the Concerned Shareholders who do not enter into new agreements with DLT, pursuant to applicable US and Canadian prospectus exemptions, which shares shall be subject to the standard trade restrictions under the provisions of Regulation S of the U.S. Securities Act of 1933.
The unwinding is primarily designed to correct an unintended deemed over-acquisition of Ciscom shares arising from Canadian securities laws that, among other things where no precedent could re relied on, deemed DLT’s nil holdings in Ciscom to nevertheless include Mr. Drew Reid’s then approximate 9% interest in Ciscom (inclusive of escrowed Ciscom shares of Mr. Reid) when DLT first acquired its 19.9% interest in Ciscom, despite no such ownership.
New Ownership in Ciscom
In place and substitution of the Share Exchanges, DLT is pleased to announce that it has entered into share exchange agreements with four Ciscom shareholders, being Drew Reid (former Director, Executive Chair & CEO of Ciscom and current Director, Executive Chair & CEO of DLT), Shaun Power (former Director of Ciscom and current Executive V.P. Finance of DLT), Mark Irwin (former Special Advisor to Ciscom and current Special Advisor to DLT) and Tony Liao (current Director of DLT), and certain other qualifying shareholders that are accredited investors, and or a business associate (collectively, the “Subject Shareholders”), to acquire an aggregate of 3,020,000 shares of Ciscom (representing approximately 5.6% of the issued and outstanding Ciscom shares) in exchange for the issuance of 1,510,000 shares of DLT (being a 1:2 share exchange ratio). DLT further will enter (on OSC review) into share exchange agreements with concerned shareholders, to acquire an aggregate of 2,672,838 shs of Ciscom (representing approximately 4.99% of the issued and outstanding Ciscom shares) in exchange for the issuance of 1,336,419 shares of DLT (being a 1:2 share exchange ratio).
Each of Messrs. Reid, Irwin and Power also hold an aggregate of 5,010,000 Ciscom shares (currently representing 9.4% of the issued and outstanding Ciscom shares) that remain subject to a Canadian Securities Exchange escrow agreement dated June 8, 2023, and which shall be released from escrow in tranches until June 8, 2026 (15% released every 6 months, with the next release occurring on June 8, 2024). DLT currently anticipates that it will enter into similar share exchange agreements with such Ciscom shareholders as and when such shares a released from escrow.
At DLT, our unwavering commitment to advocating for the best interests of all Ciscom shareholders persists, despite the formidable barriers erected by the entrenched incumbent board and the arduous legal battles we've faced. Despite resounding opposition from shareholders, representing approximately 42% of the voting shares, the incumbent Ciscom board has obstinately thwarted any meaningful representation, even implementing self-serving measures such as a rights plan (commonly known as a poison pill) to further entrench their position. Moreover, legal hurdles have been erected to impede current Ciscom shareholders, who are simply seeking to exchange their shares for DLT shares. The recent resignation of two Ciscom board members following the AGM and entrenched votes underscores the widespread lack of confidence in the current leadership. Despite these vacancies, the incumbent board remains steadfast in its refusal to accommodate any representation from the concerned shareholders' slate of directors.
Our commitment to exploring innovative avenues and pursuing alternative solutions on behalf of concerned shareholders remains unwavering.
Drew Reid, Executive Chairman of DLT, commenting on the foregoing, expressed gratitude to the Ontario Securities Commission for its support and commitment to maintaining robust capital markets. Mr. Reid emphasized the importance of refocusing DLT's efforts on its ongoing growth initiatives while remaining hopeful for future opportunities for disenfranchised shareholders within Ciscom: “The unwinding of the Share Exchanges and the subsequent arrangements with the Subject Shareholders of Ciscom allow us to control share dilution and sharpen our focus on the many growth opportunities we are pursuing. While the Ciscom shares held by the Concerned Shareholders cannot be consolidated at this stage without great expense and regulatory burdens, the voice of the Concerned Shareholders has consolidated and is growing. DLT will continue to keep a watchful eye on Ciscom-related developments and will not hesitate to advance the interests and objectives of the Concerned Shareholders.”
Additional Information - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
The following is provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an Early Warning Report regarding the unwinding of the share exchanges described above (the “Unwinding”), DLT Resolution Inc., of 5940 S Rainbow Blvd, Ste. 400, Las Vegas, NV 89118, United States. Immediately prior to the Unwinding, DLT beneficially owned and/or exercised control or direction over 21,682,615 (42.05%) common shares of Ciscom Corp, of 20 Bay St. Suite 1110 Toronto, Ontario, M5J 2N8, Canada . Immediately after the Unwinding, DLT beneficially owned and/or exercised control or direction over nil common shares of Ciscom, representing 0% of the issued and outstanding common shares on a non-diluted basis. The closing price per Ciscom common share on the Canadian Securities Exchange on April 30, 2024 was $0.09.
A copy of the Early Warning Report disclosing the unwinding transaction described herein will be filed on Ciscom’s SEDAR+ profile at www.sedarplus.ca and can be obtained from DLT at 5940 S Rainbow Blvd Ste. 400, Las Vegas, NV, 89118, United States, or phone: 1 (800) 463-5465.
About DLT Resolution Inc.
Amplifying Value – Where strategic acquisitions meet innovation in the dynamic world of technology and beyond. As a US publicly traded acquisition company, we specialize in revitalizing and amplifying businesses. Our mission is to navigate through suppressed profits and tightening credit markets, empowering small to mid-sized companies with seamless succession plans. By offering them the opportunity to transition their existing ownership for publicly traded shares, we ensure increased valuations and liquidity, driving growth and profitability for all stakeholders. Join us in reshaping the future of business.
Making Good Companies Exceptional.
For more information, please visit www.dltresolution.com.
CONTACT:
Drew A. Reid
Executive Chair & CEO
1 (800) 463-5465
DisclaimerThis press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. Additional information respecting the factors that could materially affect the Company and its operations are contained in its annual report on Form 10K and Form 10-Q as filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
SOURCE: DLT Resolution Inc.