CABRILLO NEWS
Cabrillo Capital Corporation
Monday, September 28, 1998
Update On Indico Acquisition
PALMER RESOURCES LTD. ("PMD-V;PMRUF-L")CABRILLO CAPITAL
CORP ("CBP-Y")- Update On
Indico Acquisition
Palmer Resources Ltd. ("Palmer") and Cabrillo Capital Corporation("Cabrillo")
announce that on September 16, 1998, Cabrillo purchased all ofthe issued and
outstanding shares of Indico Inc. from Palmer, for a purchase price of $2,800,000 (the "Indico Acquisition"). The purchase price was paid by the issuance to Palmer of a convertible debenture in the principal amount of $2,800,000. The debenture is convertible into units ofCabrillo on the basis of one unit to be issued for every $1.00 in principal amount of the debenture converted by Palmer. Each such unit will consist of one common share and one warrant of Cabrillo, with each warrant entitling Palmer to acquire on or before September 11, 2000, for consideration of$2.00, one additional common share of Cabrillo.
Indico is an Alberta corporation which holds the proprietary rights to a technology
known as the "RadTag Technology". The primary product underlying the RadTag
Technology is an irradiation indicator label used in the processing of blood. The label
indicator provides positive verification that the proper dosage of radiation has been
administered to blood products. Blood irradiation is recognized as the best way to prevent an immune response known as Graft Vs. Host Disease, a potentially fatal reaction of patients who receive blood transfusions and who have weakened immune systems.
Distribution of the label indicator has been exclusively assigned to MDS Nordion Inc.,
which is an international leader in the Supply of blood irradiation equipment. The
RadTag Technology also has application in the irradiation of meat products to combat
ecoli bacteria contamination, which application is currently under development by
Indico.
In conjunction with the Indico Acquisition, Cabrillo has acquired allof the rights of
Edge Medical, Inc.
("Edge") in a license agreement (the"Licensing Interest") which gives Edge the exclusive
license to market the various applications of the RadTag Technology. The acquisition
of the Licensing Interest was carried out by way of Plan of Arrangement between Cabrillo and Edge. In consideration for the Licensing Interest, Cabrillo issued 1,500,000 common shares
from treasury to Edge, at a deemed price of $0.25 per share for total value of $375,000, and 9,000,000 warrants on a pro rota basis to all of the shareholders of Edge. These warrants have a term of five years and are exercisable at a price of $0.25 per common share issued, but may not be exercised until Indico has generated $0.25 in cash flow for each one Warrant to be exercised.
The management of Cabrillo consists of Sharon A. Fisher (President,Secretary and
director), Dr.Stuart Jackson (director) and Eric K. Luttio(director), who are described
below.
The key personnel of Indico consists of the following persons;
Dr. Stuart Jackson, President, General Manager and director, is a founder of the
RadTag Technology. He has an extensive background in medical physics and
biomedicine, with over 20 years experience in
an academic and professional capacity at various universities and within the health care
systems of Britain, Canada and the United States. Currently, Dr. Jackson is an Associate Professor at the University of Alberta in Edmonton, Alberta in the Faculty of Medicine, Department of Radiology.
Eric K. Luttio, Vice President, Marketing Sales & Distribution and director, is
responsible for Indico's strategic direction including short and long term market
planning. Mr. Luttio has 15 years of executive management experience with a diversified background of business development, senior contract negotiations, sales and marketing, contract negotiation and market expansion. Mr. Luttio is President and Chief Executive Officer of Edge Medical, a Washington state corporation specializing in mobile medical diagnostics.
Dr. John Mercer, Market Development Manager - Blood, completed his Ph.D. studies
at the University of Alberta in 1985. Since that time he has taught, lectured and
authored numerous technical papers.
Dr. Mercer is regularly invited to present topical papers in the many areas where his
expertise is applicable. Dr. Mercer is presently an Assistant Professor inthe Faculty of
Medicine at the University of Alberta, where he spends approximately 60% of his time in the Department of Radiology and Diagnostic Imaging.
Sharon A. Fisher, Chief Financial Officer and director, is a certified general accountant
with over ten years of experience in financial controllership, real estate development,
investments, administration and management of public companies. From 1980 to 1993,
Ms. Fisher was President and Chief Executive Officer of Palmer Industries Ltd., a
public resource exploration company listed on the Vancouver Stock Exchange. She became the Controller of Palmer Industries Ltd. in 1996 and was appointed Chief Financial Officer on April 23, 1997. From 1982 to 1994, she was President and Chief Executive Officer of Urban West Development Corp., a private investment company.
Indico has also established an Advisory Board that is comprised of individuals from the
blood and food irradiation industries. The purpose of the Advisory Board is to provide
strategic planning advice, recommendations on technical issues and analysis of market requirements and product opportunities. The current members of the Advisory Board are:
Cart Pennington, CEO of Impact Sales, an industry leader in grocery and food
brokerage, based in Seattle and serving areas east to Texas.
Michelle Marcotte, President of Marcotte Consulting, a worldwide consulting firm in
Ottawa, Ontario specializing in food irradiation. Michelle has 20 years within the food
irradiation industry.
Jean-Francois Heitz, Treasurer of Microsoft, background in strategic business
development in the high tech industry, based in Redmond,Washington, U.S.A.
Paul Mows, Area Manager (North America) for MDS Nordion located in Kanata,
Ontario, with an extensive background in medical and blood irradiation.
Cabrillo is also undertaking a private placement of up to 4,225,000units at a price of
US$0.71 per unit. Each unit under the private placement consists of one common
share of Cabrillo and one warrant, with each warrant entitling the holder to acquire one
common share for additional consideration of US$1.42,for a period of two years. To
date, 2,841,571 units have been sold for gross proceeds of US$2,017,515.
Upon the filing of Articles of Amendment Cabrillo will change its name to Indico
Technologies Corporation. It is expected to trade under its new name upon receiving
approval of The Alberta Stock Exchange.
The Corporation is a Junior Capital Pool Corporation and the IndicoAcquisition and
the acquisition of the Licensing Interest is intended to constitute Cabrillo's Major
Transaction pursuant to Rule 46-501 of the Alberta Securities Commission and
Circular No. 7 of The Alberta StockExchange. As such, the transactions are subject to
the final approval of The Alberta Stock Exchange.TEL: (604) 685-7170
Ms. Sharon Fisher, President
______________________________________
Tel:(604) 689-1101
Fax:(604) 689-1106 |
