Colba.Net Announces Proposed Share Consolidation and Privatization

MONTREAL, QC / ACCESSWIRE / May 31, 2016 / Colba.Net Telecom Inc. (CSE: CB) (“Colba.Net” or the “Corporation”) announces that it will ask its shareholders (the “Shareholders”) to vote on a proposed going-private transaction by way of a consolidation of Colba.Net’s common shares (the “Common Shares”) at a ratio of one new common share (a “New Common Share”) for every 25,000,000 Common Shares (the “Consolidation”). Under the Consolidation, fractions of New Common Shares will be cancelled and Colba.Net will pay $0.10 for each Common Share that forms part of such a fraction. Any Shareholder who would receive less than one New Common Share will cease to be a shareholder of the Corporation. Following the Consolidation, the Corporation’s only beneficial shareholder is expected to be its President and Chief Executive Officer, Joseph Bassili.

The vote on the Consolidation will take place at Colba.Net’s annual and special meeting of Shareholders to be held on June 29, 2016 (the “Meeting”). The record date for eligibility to vote on the Consolidation is May 24, 2016. The Consolidation was approved by the Corporation’s independent directors, Michael Karras and Guy Laflamme.

The Consolidation is exempt from the requirements under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (the “Regulation”) to obtain “minority shareholder approval” and a formal valuation of the Common Shares since Mr. Bassili beneficially owns an aggregate of 30,230,780 Common Shares, representing 90.4% of the issued and outstanding Common Shares, and because none of Colba.Net’s securities are listed or quoted on any exchanges or markets listed in the Regulation.

If the Consolidation is approved at the Meeting, Colba.Net will amend its articles to implement the Consolidation and apply to de-list the Common Shares from the Canadian Securities Exchange. Upon de-listing, the Corporation will then apply to cease to be a reporting issuer in Canada and ultimately revert to privately-held status.

For more details about the Consolidation, see Colba.Net’s circular dated May 31, 2016, available at www.sedar.com.

Forward-Looking Statements

Certain statements in this press release may be forward-looking, including those with respect to the completion of the Consolidation, the de-listing of the Common Shares, the payments to be made to the Shareholders and the privatization of the Corporation. Although the Corporation believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include the following: (i) the Consolidation will be approved at the Meeting, (ii) the Corporation will succeed in obtaining all regulatory approvals necessary in connection with the transactions described in this press release, including the approval of the delisting of the Common Shares from the Canadian Securities Exchange and authorization to cease to be a reporting issuer from the relevant securities regulators, and (iii) generally, no event will occur or fail to occur so as to prevent the Corporation from proceeding with the above-described transactions. Factors that could cause actual results to differ materially from expectations include (i) a refusal on the part of the appropriate regulatory authorities to grant the necessary approvals, (ii) the failure by the Shareholders to approve the resolution relating to the Consolidation at the Meeting, (iii) the Corporation’s inability to make payment to the Shareholders for unexpected and unforeseen reasons, and (iv) generally, the Corporation’s inability to implement the above-described transactions for any reason. A description of other risks affecting the Corporation’s business and activities appears under the heading “Risk and Uncertainties” on pages 9 to 10 of Colba.Net’s 2015 annual management’s discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that the Corporation will derive therefrom. In particular, no assurance can be given as to the future financial performance of Colba.Net. Colba.Net disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event, except as required under applicable law. The reader is warned against undue reliance on these forward-looking statements.

For Further Information Please Contact:

Mr. Joseph Bassili
President and CEO
Colba.Net Telecom Inc.
514-227-1673

SOURCE: Colba.Net Telecom Inc.

ReleaseID: 440585