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Client Work

Craig Wireless Systems completes qualifying transaction and US$40 million private placement

Fasken
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Overview

Client

SSQ Acquisitions

On September 1, 2007, Craig Wireless Systems Ltd., formerly SSQ Acquisitions Inc., (the "Resulting Issuer") completed its Qualifying Transaction with Craig Wireless Systems Ltd. by way of a "three cornered" amalgamation of CWS and a wholly-owned subsidiary of SSQ ("Subco") to form "Amalco". Each issued and outstanding subordinate voting share of CWS was exchanged for one subordinate voting share of SSQ and each issued and outstanding multiple voting share of CWS was exchanged for one multiple voting share of SSQ. Immediately upon completion of the amalgamation, Amalco completed a short form amalgamation with SSQ to form the Resulting Issuer under the name "Craig Wireless Systems Ltd." which has been conditionally accepted for listing on the TSX and is expected to be trading on or about September 17 In contemplation of, and in connection with, the Qualifying Transaction, on July 31, 2007, CWS completed a private placement of 11,430,000 subscription receipts at a price of $3.50 per receipt for gross proceeds of $40,005,000. Each subscription receipt was automatically converted into one subordinate voting share of CWS immediately prior to the amalgamation. The subscription receipts were sold on a private placement basis by a syndicate of agents led by Blackmont Capital Inc. and including Wellington West Capital Markets Inc. Craig Wireless Systems Ltd. and its affiliates offer a broad range of telecommunications services, including, broadband Internet access, television programming delivery, business connectivity solutions, hosting, security and telecommunications solutions. All of these services are delivered over government licensed spectrum. SSQ Acquisitions was advised in these transactions by a team from Fasken Martineau led by Rubin Rapuch and that included Tracy Hooey, Krisztian Toth, Brad Freelan and Nancy Eastman (corporate/securities), Stephen Acker (communications) and Ronald Nobrega (tax).

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