weasel warke has turned cyber - surprise. If you can figger out who gets what and how many shares outta this deal - ya gotta be a lawyer! Here it is:
Augusta's reorganization plans
Augusta Metals Inc AUU
Shares issued 1,902,929 Dec 22 close $0.30
Fri 28 Jan 2000 News Release
Mr. Richard Warke reports
Augusta Metals plans to implement a corporate reorganization, which will
involve two major transactions, a change of business and the implementation
of a plan of arrangement under the Company Act (B.C.). The reorganization
involves the acquisition by AMI of a new operating subsidiary and the
creation of a new public company.
Acquisition of CyberCom Systems Inc.
AMI has entered into an agreement to acquire 100 per cent of CyberCom
Systems Inc. CyberCom is an Edmonton-based software developer which will be
AMI's sole operating business. CyberCom commenced operations in 1994 and
has focused on development of software for training and educational
applications. CyberCom will shortly introduce to the market a unique
authoring software package designed to allow relatively inexperienced
computer users to build powerful, high-volume and Internet-ready multimedia
programs.
Soon after inception CyberCom embarked on the development of its first
multimedia product, the 4th Class Power Engineering Certificate program on
CD-ROM (now known as Plant Technology), in association with Northern
Alberta Institute of Technology (NAIT). This is a massive course consisting
of 93 educational modules, containing over 2,300 high-level graphics, 230
animation, video and virtual reality clips. The textual content is
equivalent to approximately 2,100 letter size pages of printed material.
This product is currently marketed across Canada and the United States with
more than 900 units sold during the past three years. CyberCom, in
association with NAIT, has also developed a sight testing course for
opticians on CD-ROM. This course consists of 10 modules representing the
equivalent of approximately 1,000 letter size pages of printed material and
is fully Internet-ready. CyberCom is in the final stages of developing
software which provides for the easy conversion of hard copy books into
multimedia format suitable for either on-line or CD-ROM delivery. it
recently utilized the software to convert three textbooks for a Canadian
publishing company.
Patrick Golec, one of CyberCom's founders, is a C/C ++ expert and has
directed CyberCom's technology development since inception. He holds a
bachelor's degree with honors in computer science from Jagiellonian
University, Krakow, Poland. Prior to forming CyberCom, he was self-employed
as a contract computer programmer. He will become a director of AMI. Mr.
Golec and Tom Bencic, another of CyberCom's founders, have attracted
quality personnel that provide CyberCom the necessary expertise in
programming, graphic design and 3-D animation.
The agreement to acquire 100 per cent of the issued and outstanding shares
of CyberCom is with Augusta Capital Corporation (Capital), Augusta
Corporation (Corporation) and Donald Clark for consideration of 10 million
shares of AMI. A percentage of the shares issued for the acquisition will
be trading shares to be supported by an independent valuation of CyberCom.
The remaining shares will be escrowed and subject to release on the
generation of cash flow in accordance with regulatory policy.
Richard W. Warke, the president and a director of AMI, is the sole
shareholder of Capital, the president and a director of Corporation and has
been a director of CyberCom since 1995. Mr. Clark is a director of AMI and
Corporation and has held a 12.5-per-cent interest in CyberCom since August,
1999. Mr. Bencic, a director of AMI, is a director of Corporation and has
been a director and 25 per cent shareholder of CyberCom from inception
until June, 1999, when his ownership in CyberCom was purchased by Capital.
Corporation acquired a 5-per-cent interest in CyberCom July 30, 1999. AMI
will change its name to CyberCom Systems Inc. on completion of the
acquisition.
Acquisition and spinoff of LaserTech Group Inc.
Concurrent with the acquisition of CyberCom, AMI will create a wholly owned
subsidiary (Subco) which will acquire 100 per cent of the issued and
outstanding shares of the high-technology company, LaserTech Group Inc.
(LTG), by the issuance of approximately 10 million Subco shares to IDS
Intelligent Detection Systems (ISD-TSE) and Shachar (Don) Nadler. A
percentage of the shares issued for the acquisition will be trading shares
to be supported by an independent valuation of LTG. The remaining shares
will be escrowed and subject to release on the generation of cash flow in
accordance with regulatory policy. This will leave AMI holding
approximately 15 per cent of Subco which it will distribute to the AMI
shareholders by way of a plan of arrangement and Subco will concurrently
seek a listing on the Canadian Venture Exchange. It is anticipated that AMI
shareholders will receive one Subco share for each seven AMI shares held.
This transaction is at arm's length, other than AMI is indebted to Scintrex
Limited, a company related to IDS, for an airborne survey contract. AMI
will transfer that debt to Subco which will satisfy the debt by the
issuance of approximately two million Subco shares.
LaserTech Group Inc., based in Concord, Ont., is engaged and specializes in
the development, manufacture and marketing of sealed, continuous wave
carbon dioxide lasers and laser technology products. The technology has
been obtained from the remote sensing division of IDS/Scintrex. The laser
is a device that produces a coherent, narrow beam of extremely intense
optical radiation at a single wavelength. There are a variety of types of
lasers and variants within each type. LTG's present product line is the
conventional continuous wave, sealed CO2 lasers, from which it develops
lasers for large scale applications in the medical and industrial fields.
Applications for its products include scientific research, analytical
instruments, communications carrier, and a source of clean, focusable heat
for numerous purposes, including localized heat treating, precision
drilling of tiny holes, medical surgery, precision welding and facsimile
printing. LTG believes it possesses all the technological and other factors
required to develop a line of products unique from any presently available
in the market and which will allow LTG a five-year head start on the
competition. It believes patent protection will be available. The January,
1999, issue of Laser Focus World estimates the worldwide market for CO2
lasers for 1998 was $123-million with an estimated 7.5-per-cent growth rate
for 1999.
Completion of the transactions is subject to completion of formal
documentation, sponsorship of each of AMI/CyberCom and Subco/LTG by a
member of the exchange, shareholder and court approval and regulatory
acceptance. Canaccord Capital Corporation has agreed to sponsor
AMI/CyberCom. An extraordinary general meeting of shareholders will be
called in the near future and a detailed information circular with respect
to the foregoing transactions will be prepared and mailed to shareholders
in connection with such meeting.
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