This is a PR from a different wire service. I've read it three times and I'm still trying to get it straight - Baz
Ableauctions.com Announces Agreement to Acquire Auction Company, US$3, 500,000 Financing, Name Change and Share Reorganization
KANAGAWA, JAPAN--(Canadian Corp News, July 21, 1999)--Ableauctions.com, Inc. (OTC BB: ABLC) (formerly J.B. FinancialServices, Inc. -- (OTC BB:JBFL)) (the "Company"), an Internet acquisition company, announced today that it has entered into an agreement to acquire (the "Acquisition") all of the issued and outstanding shares in the capital of Able Auctions (1991) Ltd., a subsidiary of Dexton Technologies Corporation.
The Company concluded negotiations of a formal share purchase agreement (the "Agreement") with the shareholders of Able Auctions (1991) Ltd. on July 20, 1999. Completion of the Acquisition is subject to satisfactory due diligence by both parties and approval by the applicable regulatory authorities.
Under the terms of the Agreement, the Company will acquire all of the shares of Able Auctions (1991) Ltd. in exchange for cash consideration US$1,030,000 and the issuance of 1,500,000 common shares of the Company. The Company is also required to complete a minimum US$3,000,000 financing to raise the funds for the cash portion of the purchase price and for general working capital purposes.
Accordingly, the Company announced a US$3,501,000 private placement of 1,167,000 units at US$3.00 per unit. Each unit will consist of one restricted common share and one-half of a share purchase warrant. Each whole warrant will entitle the holder to purchase one additional restricted common share at US$3.00 in the 1st year and at US$3.50 in the 2nd year.
In contemplation of the closing of the Acquisition, the Company has changed its name effective July 20, 1999 to Ableauctions.com, Inc. and effective July 21, 1999 the Company's shares will be quoted for trading on the NASD's Over-the-Counter Bulletin Board under the symbol "ABLC." Also effective July 20 1999, the Company altered its share capital by authorizing a share split of 1:5 of its common shares. Prior to the private placement and the Acquisition, the Company has 12,250,000 common shares outstanding.
The Company announced the implementation of an employee and director stock option plan. Under the plan, the Company has reserved 2,000,000 employee and director options at an option price of US$3.00 per share. The options will have various vesting periods of up to five years. These options will assist the Company in building the world-class management team required to expand its Internet e-commerce business.
This press release contains forward-looking statements, particularly as related to the business plans of the Company, within the meaning of Section 27A of the Securities Act of 1933 and Sections 21E of the Securities Act of 1934 and are subject to the safe harbor created by these sections. Actual results may differ materially from the Company's expectations and estimates.
OTC Bulletin Board SYMBOL: ABLC
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