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BSM Announces Closing of Convertible Debenture Financing and Debt Settlement with Insider

Woodbridge, Ontario CANADA, July 11, 2006 /FSC/ - BSM Technologies Inc. (GPS - TSX Venture), ("BSM" or the "Company"), (http://www.bsmtechnologies.com) a leading provider of high security vehicle tracking and surveillance solutions announces that further to its press release dated May 9, 2006, it has completed settlements of $827,098.48 worth of debt with Applied Innovations Group Inc. and Nick Cirella RCA Trust, which are under the control of Nick Cirella, a director and the President, CEO and controlling shareholder of the Company, by issuance of an aggregate of 3,596,080 common shares priced at $0.23 per common share to these entities.  

BSM also announces that it has completed a $1,300,000 Convertible Debenture financing previously announced in the Company's press release dated May 9, 2006.  On July 7, 2006, the Company obtained approval from the TSX Venture Exchange to reduce the conversion price on the debenture to $0.23 and to reduce the exercise price of the warrants associated therewith to $0.23

After giving effect to the debt settlement, the current outstanding capital is 46,051,458 common shares.

The insider debt settlement is exempt from the valuation and minority shareholder approval requirements of OSC Rule 61-501 (the "Rule") by virtue of the exemptions contained in sections 5.5(4) and 5.7(3) of the Rule in that the transaction is a distribution of securities of the issuer to a related party for cash consideration and the fair market value of the securities to be distributed is not more than $2,500,000.

As a result of the debt settlement, Nick Cirella currently holds directly and indirectly 20,860,312 common shares and 150,000 options to acquire common shares of the Company at $0.185 until December 22, 2008.  If Mr. Cirella were to exercise all of his 150,000 options, he would own approximately 45.48% of the Company (based upon outstanding capital of 46,201,458 common shares).

Nick Cirella has informed the Company that except as disclosed herein, he has acquired the common shares for investment purposes and that he may decrease or increase his beneficial ownership, control, or direction over common shares of the Company through market transactions, private agreements, exercise of options or warrants, other treasury issuances or otherwise.

Shares issued relating to this debt settlement are legended and restricted from trading until November 8, 2006.

With respect to the closing of the Convertible Debenture financing, BSM has issued Convertible Debentures in the aggregate amount of $1,300,000 and 2,260,869 warrants (the "Warrants").  The Convertible Debentures have a term of two (2) years and are convertible into common shares of BSM at the rate of one common share for each $0.23 of debt converted.  The Convertible Debentures are secured against the assets and undertaking of the Company and bear interest at the rate of 14% per year.  The subscribers received one Warrant for each $0.575 in principal amount of Convertible Debenture purchased.  Each Warrant is exercisable at $0.23 to acquire a further common share until July 7, 2008.  

The Convertible Debentures and Warrants and any common shares issued on the conversion or exercise thereof will be legended and restricted from trading until November 8, 2006.

Aly Rahemtulla, a director and a principal of Onbelay Partners Limited ("Onbelay"), indirectly through his personal holding company acquired $100,000 of Convertible Debentures and 173,913 Warrants, John Bell, a director and principal of Onbelay, indirectly through his personal holding company acquired $100,000 of Convertible Debentures and 173,913 Warrants and Onbelay acquired $300,000 of Convertible Debentures and 521,739 Warrants.  The insider Convertible Debenture subscriptions are exempt from the valuation and minority shareholder approval requirements of the Rule by virtue of the exemptions contained in sections 5.5(2) and 5.7(2) of the Rule in that the fair market value of the consideration for the securities of the Company issued does not exceed 25% of its market capitalization.  

As a result of the transaction, Onbelay now owns 3,333,333 common shares of BSM, a Convertible Debenture in the principal amount of $300,000 convertible into common shares at the rate of one (1) common share for each $0.23 in principal amount converted, 3,333,333 warrants to acquire common shares at $0.20 per share until January 23, 2008 (the "Prior Warrants") and 521,739 Warrants.  Aly Rahemtulla indirectly owns a Convertible Debenture in the principal amount of $100,000 convertible into common shares at the rate of one (1) common share for each $0.23 in principal amount converted and 173,913 Warrants.  John Bell indirectly owns a Convertible Debenture in the principal amount of $100,000 convertible into common shares at the rate of one (1) common share for each $0.23 in principal amount converted and 173,913 Warrants.  Aly Rahemtulla and John Bell collectively control Onbelay (referred to as the "Onbelay Group").  If the Onbelay Group were to convert the $500,000 in Convertible Debentures and exercise all of the Prior Warrants and the 869,565 Warrants, they would own approximately 18.52% of the outstanding capital of BSM (based upon outstanding capital of 52,428,270 common shares).  

The Onbelay Group has informed the Company that except as disclosed herein, they have acquired the Convertible Debentures and the Warrants issued relating thereto for investment purposes and that they may decrease or increase their beneficial ownership, control, or direction over common shares of the Company through market transactions, private agreements, exercise of options or warrants, other treasury issuances or otherwise.

The proceeds of this Convertible Debenture financing will be used for marketing and working capital purposes.


About BSM Technologies (GPS:TSX-V) (http://www.bsmtechnologies.com)

BSM Technologies designs, manufactures and markets a comprehensive line of AVSL (Automatic Vehicle Security and Tracking) solutions for Fleet Management, Law Enforcement, and Consumer Vehicle Protection, through its subsidiary BSM Wireless. The BSM line of products range from Fleet Management and Consumer Vehicle Protection offerings to the full featured ''Stinger'' product featured in news media worldwide as the key technology behind the Bait and Covert application used by hundreds of Law Enforcement agencies to deter vehicular, trailer and heavy equipment theft.

Superior functionality, seamless switching between 2 separate footprints, enhanced reliability, advanced security features, and excellent value characterize BSM products. By incorporating advanced wireless locating and mapping technology, and IP-based communications protocols, the BSM line of products provides sophisticated real-time monitoring and control of commercial and personal vehicle assets to meet the demanding needs and stringent requirements of today's mobile environments. BSM's unique end-to-end solutions, features sophisticated wireless hardware, firmware and software all developed by and proprietary to BSM. The BSM product line can be easily adapted and customized to match any customer user requirement while BSM's in-house support infrastructure assures that all clients receive the premium AVSL solution in the industry to meet their needs.

Company Contact

Mr. Lindsay Malcolm
Investor Relations
1-877-713-7465 (toll-free)
lmalcolm@bsmwireless.com


The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This News Release may include certain "forward-looking statements" that involve risks and uncertainties. Actual results may differ materially from results indicated in any forward-looking statements. The company cautions that, among other things, in view of the rapid changes in communications markets and technologies, and other risks including the cost and market acceptance of the company's new products, the level of individual customer procurements and competitive product offerings and pricing, and general economic circumstances, the company's business prospects may be materially different from forward-looking statements made by the company




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