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Last updated on April 19, 2014 at 1:20 EDT

NanoSensors, Inc. and JMC Tire Recycling Inc. Announce Planned Merger

June 25, 2009

FARMINGTON HILLS, Mich., June 25 /PRNewswire-FirstCall/ — NanoSensors, Inc. (“NanoSensors”) (Pink Sheets: NNSR) announced today that it has entered into an Agreement and Plan of Merger and an amendment thereto under which JMC Tire Recycling Inc. (“JMC”) will merge with and into NanoSensors, with NanoSensors to be the surviving corporation. Under the amended agreement, (A) each share of JMC’s Common Stock will be converted into the right to receive 150,000 shares of a new class of NanoSensors’ common stock (“New Common Stock”), such that the holders of the 2,000 outstanding shares of JMC’s common stock shall have the right collectively to receive an aggregate of 300,000,000 shares of New Common Stock; (B) each share of NanoSensors’ Series A Convertible Preferred Stock will be converted into the right to receive 19,200 shares of New Common Stock, such that the holders of the 10,000 outstanding shares of the Preferred Stock shall have collectively the right to receive an aggregate of 192,000,000 shares of New Common Stock; (C) the shares of NanoSensors’ common stock that are presently authorized and are issued and outstanding on the date of the closing will be converted into the right to receive an aggregate of 8,000,000 shares of New Common Stock, to be divided ratably among such outstanding shares; and (D) the warrants heretofore issued to the holders of Preferred Stock will be extinguished. In connection with the merger, NanoSensors’ articles of incorporation will be amended to extinguish the existing class of common stock, to create the New Common Stock, of which 650,000,000 shares will be authorized (500,000,000 shares of which will be issued as a result of the merger) and to change the corporate name of the surviving corporation to “JMC Tire Recycling Inc.”

The amended agreement is subject to the conditions that NanoSensors reduce its indebtedness, which is approximately $600,000, to $60,000 and that it retire certain warrants to purchase its existing common stock that were issued to persons other than holders of its Preferred Stock. The amended agreement is subject to other usual and customary conditions. However, there can be no assurances that the transaction will be completed.

After the closing, the board of directors of NanoSensors, of which Barry J. Miller, the interim CEO of NanoSensors is the sole member, will be increased to four members. Mr. Miller will remain as a director and the three new members will be named by JMC. The expanded board is expected to appoint new officers of the surviving corporation.

NanoSensors terminated its operations in November 2008; however, its wholly-owned subsidiary, Cuchulainn Acquisition Inc., is a party to a license agreement with WG Group, Inc. under which it has been licensed technology and other intellectual property in order for it to operate an online-based video console game wagering service. JMC is in the tire recycling business in Texas.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words “believe,” “anticipate,” “think,” “intend,” “plan,” “will be,” “expect” and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of Nanosensors are subject to certain risks and uncertainties, which could cause actual events or the actual future results of Nanosensors to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, whether the merger will be consummated, and if so, the availability of any needed financing, NanoSensors’ ability to implement its business plans, the impact of competition, the management of growth, and the other risks and uncertainties that it may encounter. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by NanoSensors or any other person that the objectives and plans of NanoSensors will be achieved.

SOURCE NanoSensors, Inc.


Source: newswire