Platinum Communications Corporation Announces Approval of Arrangement

Platinum Communications Corporation Announces Approval of Arrangement


Calgary, Alberta (FSCwire) - Platinum Communications Corporation (“Platinum” or the “Corporation”) (TSX-V: PCS) is pleased to announce that the acquisition of all of the issued and outstanding common shares of Platinum by Xplornet Communications Inc. (“Xplornet”) by way of a plan of arrangement (the “Plan of Arrangement”) under the provisions of section 193 of the Business Corporations Act (Alberta) pursuant to an arrangement agreement dated September 8, 2015 between Platinum and Xplornet (the “Arrangement”) was approved by the securityholders of Platinum (the “Securityholders”) at a special meeting of the Securityholders held on November 2, 2015 (the “Meeting”).

The Securityholder meeting was held in accordance with the interim order of the Court dated October 2, 2015. Approval of the Arrangement required an affirmative vote of at least 66 2/3% of the votes cast by Securityholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the Meeting. In addition, the Arrangement also had to be approved by an affirmative vote of at least a simple majority of the votes cast by shareholders of Platinum (the “Shareholders”) present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by certain senior officers of Platinum, together with the votes cast by each of their related parties and joint actors in accordance with the provisions of Multilateral Instrument 61-101 – Protection of Minority Holders in Special Transactions of the Canadian Securities Administrators.  Approximately 99.74% of the Securityholders and 99.70% of the Shareholders, excluding the votes cast by certain senior officers of Platinum, as described above, voted at the Meeting in person or by proxy in favour of the resolution approving the Arrangement.

Platinum will submit final order materials relating to the Plan of Arrangement to the Court of Queen’s Bench of Alberta for approval on or about November 3, 2015. The completion of the Arrangement remains subject to the satisfaction of other usual and customary conditions. Platinum anticipates that the Arrangement will be completed prior to the end of November 2015.

About Platinum Communications Corporation

Platinum Communications Corporation, based in Calgary, operates a wireless broadband network that utilizes Next-Generation WiMAX technology to bring fast, reliable and affordable Internet and digital phone service to residents and businesses across the province. Platinum caters primarily to rural and near-urban areas that are often beyond the reach of traditional Internet providers. Platinum’s high quality infrastructure, excellent service record and ever-growing network and capabilities, make it the provider of choice for customers within its vast coverage area. For more information please visit our website at www.platinum.ca or call 403-301-4591.

About Xplornet Communications Inc.

Headquartered in Woodstock, New Brunswick, Xplornet Communications Inc. is Canada's leading rural-focused broadband provider. We believe everyone should have access to the transformative benefits of broadband, so we make our service available everywhere in Canada, including the hard to reach places. We overcome the challenges of Canada's vast geography through our deployment of Canada's first national 4G network, which leverages both fixed-wireless towers on the ground and next-generation satellites in space. Our customers live in the farthest reaches of the country and just outside of major urban centres, and through our coast-to-coast network of local dealers we connect them to all that the Internet offers.  Xplornet is high-speed Internet - for all of Canada.

For further information please contact:

Bernard Parkinson, President and CEO

Phone: 403-301-4591

E-mail: bparkinson@platcom.ca

Katherine Kirkup, Chief Financial Officer

Phone: 403-301-4594

E-mail: kkirkup@platcom.ca

Forward-Looking Information and Statements

This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "will", "continue", "expect" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this press release contains forward-looking information and statements pertaining the following: final order materials relating to the Plan of Arrangement to the Court of Queen’s Bench of Alberta for approval on or about November 3, 2015; and the anticipated closing of the Arrangement.

The forward-looking information and statements contained in this press release reflect several material factors and expectations and assumptions of the Corporation including, without limitation, expectations and assumptions relating to the Corporation being able to receive the approval of the Court of Queen’s Bench of Alberta to consummate the Arrangement, the ability of the parties to satisfy the other conditions to the Arrangement, the absence of material adverse changes to the Corporation prior to closing, the ability of Xplornet to obtain the necessary funds to satisfy the purchase price and certain other cost and price assumptions.

Platinum believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking information and statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements including, without limitation: failure to obtain the necessary approval or the Court of Queen’s Bench of Alberta, or to otherwise satisfy the conditions of the transaction, in a timely manner, or at all; and certain other risks detailed from time to time in Platinum’s public disclosure documents including, without limitation, those risks identified in this press release, in Platinum’s management information circular dated October 2, 2015 and in Platinum's management’s discussion and analysis, copies of which are available on Platinum’s SEDAR profile at www.sedar.com.

The forward-looking information and statements contained in this press release speak only as of the date of this press release, and Platinum does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.


To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/platinum11022015_0.pdf
Source: Platinum Communications Corporation (TSX Venture:PCS) http://www.platinum.ca/

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