Here it is but were still halted.
Ameridex agrees to acquire e-commerce business
Ameridex Minerals Corp
AMD
Shares issued 1,001,157
1999-06-16 close $0.56
Tuesday Jul 6 1999
Mr. Larry Reaugh reports
Further to the news release dated May 4, 1999, Ameridex has entered into an
agreement to acquire Rockford Liquidators Corp., an e-commerce liquidation and
auction business.
Rockford was incorporated in February, 1998, to combine an operating auction
business, advanced technology and the World Wide Web, to establish an
e-commerce meta-portal to facilitate sales, liquidations and auctions as
liquidationshop.com. The founders have experience in operating live auctions (30
years), financing, technology and retailing.
Scitech Thinktanks Inc. has been engaged as a strategic partner to assist
Rockford in becoming the most technologically-advanced meta-portal
e-commerce site on the Web.
Rockford believes that the following key attributes will position it as one of the
technological and content leaders in the market: "meta-portal methodology" for
ascertaining end users and alliance partners, "image compression technology"
which will make it one of the fastest sites on the Internet, "live auction capability" in
real time (seven-second delay versus competitors' five to seven minutes),
"intelligent client profiling" and statistical analysis direct marketing engine, and
Rockford's model for bringing a wide range of product and technologies to the site
through agreements.
Rockford has identified four additional technologies that are currently under
negotiation and has secured a number of partners for inventory including a major
supplier of diamond, gems and jewelry.
The acquisition of the e-commerce business will be by way of an amalgamation of
Ameridex and Rockford Liquidators Corp., a private British Columbia company.
Under the terms of the agreement, Ameridex will issue one share for each two
issued shares of Rockford. Rockford has 3.52 million issued shares and
accordingly, Ameridex will issue a total of 1.76 million shares.
In addition, Ameridex is required to issue nine million performance shares at one
cent per share to 22 persons, including the three present directors of the company
and the former auditor of the company.
Ameridex is required to use its best efforts to raise $1-million by way of a
brokered private placement of units at 50 cents per special warrant, each special
warrant exercisable to acquire, for no additional consideration, one share, and a
warrant to purchase a further share at 75 cents during the first and second year
following the closing of the private placement. The company has engaged
Canacccord Capital Corp. as its agent for this private placement and will pay
Canaccord a 10-per-cent commission, 5 per cent in cash and 5 per cent in special
warrants as well as 20-per-cent brokers warrants each, such warrant exercisable
to purchase a further common share at 56 cents during the first year from the date
of the closing of the private placement and 65 cents during the second year.
Ameridex is also required to settle outstanding debt in the approximate amount of
$150,000 by issuing 300,000 special warrants at the deemed price of 50 cents
per share.
The amalgamated company will be named Liquidationshop.com Auctions Ltd.
The company will engage Canaccord as its sponsor for the change of business
transaction.
At the completion of the acquisition, the management of the amalgamated
company will be as follows: Gordon P. McDonald, director and chief operating
officer; Larry W. Reaugh, director, president and chief executive officer; Peter de
Visser, director and chief financial officer; Russell D. Fraser, director; R. Phillip
Fraser, director, vice-president and secretary, John D. Fraser, director; Nick
Waters, director; and Gary A. MacDonald, director.
All of the securities to be issued in the acquisition and related transactions will be
subject to the terms of a pooling agreement, which will provide that 25 per cent
will be free from pool on the fifth business day following the date of the receipt for
a prospectus for the amalgamated company, 25 per cent will be free a further
three months later, 25 per cent will be free a further three months later and the
balance will be free three months later.
Ameridex is required to use its best efforts to file a prospectus to qualify for
issuance the securities issued on the acquisition and related transactions.
Ameridex was previously in the mineral exploration and development business and
has interests in three exploration properties, which have been written off. The
company will attempt to divest itself of those properties.
The acquisition of Rockford and the related transactions are subject to the
approval of the Vancouver Stock Exchange.
(c) Copyright 1999 Canjex Publishing Ltd. canada-stockwatch.com |
