WOLF SIGNS SETTLEMENT AGREEMENT - LITIGATION DISCONTINUED WOLF SIGNS PURCHASE AGREEMENT - ACQUIRES AEI'S INTEREST IN TRUCOLOR
VANCOUVER, British Columbia, Jul 21, 1999 /PRNewswire via COMTEX/ -- The Company is pleased to announce that it has executed two separate agreements, as described below, the effect of which will be that it will acquire a 60% equity interest in AEI Trucolor Inc. ("Trucolor"), a non-reporting British Columbia company. As a result of the Settlement Agreements described below, Trucolor becomes the owner of a Dental Color Analyzer (the "Analyzer"), a small spectrophotometer to be used in the matching of shades and colors of materials utilized in replacement and restorative dental work.
The first agreement is an asset purchase agreement entered into with Andrew Engineering Inc. ("AEI"), which will see the Company acquiring AEI's 25% equity interest in Trucolor. As consideration for the acquisition, the Company will issue to AEI 50,000 restricted shares in its capital stock. As well, AEI has been granted the right to acquire, in the event a manufacturing/distribution agreement is consummated, as described below, 25% of the Company's then existing interest in Trucolor.
The second agreement is entered into between the Company, AEI, Andrew Rawicz and GPT Management Ltd. ("GPT") and results in the litigation initiated by GPT concerning the ownership of the Analyzer being dismissed (Victoria Registry No. 99-0811), and in a declaration that Trucolor is in fact the owner of the Analyzer.
This agreement goes on to provide for the Company acquiring 15% of GPT's equity interest in Trucolor and for its acquisition, without additional consideration, of a further 20% interest, upon execution by Trucolor of an agreement with a third party for the manufacturing/distribution of the Analyzer.
This agreement (the "Settlement Agreement") provides further that the Company's May, 1998 License Agreement with AEI be canceled and, as a consequence, the 4,800,000 restricted shares of the Company, issued in respect of the License Agreement, shall be returned to treasury for cancellation.
In summary, in the event that a manufacturing/distribution agreement is consummated with a third party, as anticipated by the Settlement agreement, and subject to the terms and conditions contained in the manufacturing/distribution agreement, the Company will own a 45% equity interest in Trucolor, GPT a 40% interest and AEI a 15% interest.
It is the intention of the Company to work closely with GPT in order to attract a large manufacturer/distributor for the Analyzer. Several entities have expressed interest in becoming partners in the project. The Company is pleased to have reached this agreement which sees the litigation concerning ownership of the technology resolved and allows action to be takenconcerning commercialization, manufacture, and sale of the Analyzer.
For further information: Patrick McGowan, President
Tel: 800-545-7214
Fax: 888-805-3931
Certain information included in this communication (as well as information included in oral statements or other written statements made or to be made by Wolf Industries) contains statements that are forward-looking, such as statements relating to the future anticipated direction of the dental industry, plans for the future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth and potential contracts. These forward statements are subject to a number of known and unknown risks and uncertainties that could cause actual operations or results to differ materially from those anticipated.
SOURCE Wolf Industries, Inc.
(C) 1999 PR Newswire. All rights reserved.
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CONTACT: Patrick McGowan, President of Wolf Industries, Inc.,
800-545-7214, or fax, 888-805-3931
(WLFN)
GEOGRAPHY: British Columbia
INDUSTRY CODE: CPR
SUBJECT CODE: LAW
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