|TORONTO--April 22, 2004--Pivotal Self-Service Technologies Inc. (OTCBB: PVSS - News) announced today that it has signed a definitive Share Exchange Agreement to acquire Phantom Fiber Corporation, a leading provider of secure wireless technology and mobile solutions.|
As part of the Share Exchange Agreement, Pivotal Self-Service Technologies Inc. will issue 137,410,735 shares for all the issued and outstanding common shares of Phantom Fiber Corporation and 30,000,000 common shares and warrants to purchase an additional 15,000,000 common shares to the holders of $1,200,000 of convertible debentures of Phantom Fiber Corporation.
The formal closing of this transaction is subject to certain approvals by the shareholders of the corporation, including increasing the authorized number of common shares from 150,000,000 to 400,000,000 and a change in name from Pivotal Self Service Technologies Inc. to Phantom Fiber Corporation. Concurrent with closing, all of the Company's officers and directors will resign and will be replaced with nominees of Phantom Fiber. In order to attract and retain quality management, the Company will also seek to increase the number of shares issuable under the stock options plan from 3,000,000 to 20,000,000. Formal closing of the transaction will occur within 3 business days after shareholder consent has been received. The Company will be filing the preliminary proxy information with the SEC shortly.
As a leading provider of secure wireless technology and mobile solutions, Phantom Fiber has launched an innovative wireless software framework that empowers enterprises to efficiently deploy commercial and productivity applications with high performance functionality onto hand held devices, smart phones and PDA's across many communication platforms. Phantom Fiber delivers robust and secure, client / server applications, which are able to generate real revenue models and measurable returns. With solutions built for e-commerce, finance, field service, health and entertainment, the technology extends at anytime from anywhere to the hands of a mobile user. For more details on the company, technology and products, please visit www.phantomfiber.com.
John Simmonds, Chief Executive Officer commented; 'I believe the proposed Phantom Fiber acquisition presents an excellent opportunity for the shareholders of Pivotal. Opportunities in this field are creating a lot of interest and I'm pleased that we were able to structure what I believe was a fair deal for all concerned. I'm confident that this transaction will meet with the approval of the shareholders and look forward to watching the future unfold under new management.'
Jeff Halloran, President and CEO of Phantom Fiber, stated, 'Phantom Fiber is firmly positioned to capitalize on the many opportunities available in the ever-growing mobile marketplace. Our recent technology update announcing full support for additional major mobile phone platforms enables our company to deliver complete device coverage for our clients' applications based on specific market and consumer demand characteristics. With this transaction, Phantom Fiber is able to pursue other key verticals and international markets more aggressively allowing us to continue to execute on our market penetration strategies.'
This release includes projections of future results and 'forward-looking statements' as that term is defined in Sections 27A of the Securities Act of 1933 as amended (the 'Securities Act'), and Section 21E of the Securities Exchange Act of 1934 as amended (the 'Exchange Act'). All statements that are included in this release, other than statements of historical fact, are forward-looking statements. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the expectations are disclosed in this release, including, without limitation, in conjunction with those forward-looking statements contained in this release.
Pivotal Self-Service Technologies Inc.
Pivotal Self-Service Technologies Inc., through its operating division Pivotec, is a distributor and sales representative of high quality electronic products. Pivotec is also preparing to launch the distribution of various license-based products. Pivotal through its wholly owned subsidiary Prime Battery Products Ltd. has an exclusive agreement for the distribution of the Konnoc brand of batteries and flashlights throughout North America.
About Phantom Fiber Inc.
Phantom Fiber Inc., a wholly-owned subsidiary of Phantom Fiber Corporation, is the market leader in wireless technology and mobile solutions that empowers any application with high performance functionality on today's mobile devices and wireless data communication networks. Phantom Fiber's success is due to its unique ability to deliver a rich client experience without compromising on performance or security. Phantom Fiber extends the enterprise reach anytime, anywhere, on any device.
Redwood Consultants LLC
Phantom Fiber Corporation
Jeff Halloran, President and CEO
Phantom Fiber Corporation
144 Front Street West, Suite 580, Toronto, Ontario, M5J 2L7 CANADA
Telephone: 416-703-4007 Fax: 416-703-0900