TORONTO, Oct. 27, 2008 (GLOBE NEWSWIRE) -- Carthew Bay Technologies Inc. (OTCBB:CWBYF) (the "Company" or "CBT"), formerly Astris Energi Inc., announced today that it has re-negotiated the terms of the transaction with Colorep, Inc. ("Colorep") whereby shares of CBT will be exchanged for all of the issued and outstanding shares of Colorep (the "RTO").
In exchange for CBT agreeing to extend the closing deadline of the RTO from December 31, 2008 to June 30, 2009, Colorep will increase the ownership percentage of the post-RTO company held by the current CBT shareholders such that upon closing of the RTO transaction, CBT shareholders shall hold 12.753% of the post-RTO common stock of the surviving company, based upon the current issued and outstanding shares of Colorep. In addition, in the event that Colorep issues additional shares or securities convertible into shares of Colorep prior to the RTO, CBT will be granted dilution protection such that in no event shall the interest of the current CBT shareholders in the surviving company be allowed to fall below 8% of the issued and outstanding post-RTO common stock of the surviving company (based on the current issued and outstanding shares of Colorep), or 5.3% of the post-RTO ownership of the surviving company, as calculated on a fully diluted basis.
As a further inducement to extend the closing, Colorep has agreed to: (i) increase their obligation to contribute to CBT overhead expenses from $20,000 to $30,000 per month and to pre-pay such amounts through the end of January, 2009; (ii) pay any outstanding accrued interest on CBT debentures and thereafter make interest payments on a monthly basis as well as to pre-pay future interest on same through to the end of January, 2009; (iii) pay any and all amounts outstanding to CBT in respect of legal or costs owing to CBT plus all reasonable costs associated with effecting this amendment, to a maximum of $307,000 including the satisfaction of (i) and (ii) above. Any amounts still outstanding in excess of the $307,000 cap will be payable on February 1, 2009.
"This extension enables Colorep to conclude its audit, which has taken much longer than anticipated, and allows CBT to file a registration statement with the SEC shortly thereafter," said Michael Liik, President and CEO of CBT. He went on to say, "I am pleased with the improved economics of this revised deal and the downside protection that it offers to our shareholders and look forward to participating in this exciting new technology."
About Colorep and Transprint USA
About Colorep, Inc.
Colorep, Inc. (www.colorep.com) is a leader in subsurface printing and fabric dyeing technologies, providing products and services to the promotion, apparel, commercial furnishings and home decor markets.
