Found these two items on the Sedar site:
Neil.
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August 18, 1999 **REVISED NOTICE**
The B.C. Securities Commission
2nd Floor - 865 Hornby Street
Vancouver, B.C.
V6Z 2H4
Dear Sirs:
As per National Policy 41 requirements, including Addendum "A" to the Policy, please be advised of the following:
Company: Napier International Technologies Inc. (Cusip 63045E104)
Meeting: Extraordinary General
Record Date: August 13, 1999
Meeting Date: September 20, 1999
If you require further information, please contact:
"Lisa Scotland"
Lisa Scotland
Pacific Corporate Trust Company
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(This meeting pertains to the following activities)
ACQUISITION OF THE COMMON SHARES OF BIO-WASH PRODUCTS (CANADA) INC. Pursuant to an agreement dated June 15, 1999, as amended, (the "Agreement"), entered into between the Company, Bio-Wash Products (Canada) Inc. ("Bio-Wash") and Peter Palkovsky and Brian Morse (collectively hereinafter referred to as the "Shareholders"), the Company agreed to acquire all of the issued and outstanding common shares (the "Shares") of Bio-Wash from the Shareholders. Bio-Wash is a privately held British Columbia based company and is a manufacturer of environmentally friendly waterborne wood coatings and paint and woodstain strippers. Bio-Wash's waterborne, non-solvent technology is of great interest to some of the coatings manufacturers in the world and as a result Bio-Wash has recently entered into distribution and manufacturing agreements to provide its products for wood restoration, stripping and preparing to various paint manufacturers and dealers. Management of the Company has been advised that Bio-Wash is anticipated to generate $6.7 million in sales in its current fiscal year compared to sales of $3.9 million during last year.
Pursuant to the Agreement, the Company is required to issue 8,000,000 of its common shares and pay $3,000,000 to the Shareholders in consideration for the acquisition. In addition, the Company is required to issue 1,000,000 share purchase warrants to the Shareholders, with each share purchase warrant entitling the Shareholders to acquire an additional common share of the Company at a price of $1.26 per share exercisable at any time until September 21, 2001.
In order to pay the $3,000,000 portion of the purchase price to the Shareholders of Bio-Wash and to have $1,000,000 of working capital in the Company as required under the terms of the Agreement, the Company will be required to complete an equity or other financing (the "Financing") by October 21, 1999. If such financing is not completed by October 21, 1999, then each of the Company and the Shareholders may, at their option, terminate the Agreement and the contemplated purchase of the Shares of Bio-Wash by the Company.
Subject to the Company completing its purchase of the Shares of Bio-Wash pursuant to the Agreement, the Company has agreed to appoint each of the Shareholders as directors of the Company and has also agreed to appoint Mr. Peter Palkovsky as its President and Brian Morse as Vice-President. In this connection, Bradley Aelicks who is the current President and Chairman of the Company will remain and maintain the position of Chairman of the Board of the Company. The proposed acquisition of the Shares of Bio-Wash is subject to regulatory approval and is also subject to approval by ordinary resolution by the members of the Company at the meeting.
The Shareholders have agreed to place into escrow 2,000,000 out of the 8,000,000 common shares of the Company they are entitled to receive as part of the consideration for their Shares of Bio-Wash pursuant to the Agreement and have same released from escrow after the combined sales of Bio-Wash and the Company reach a level of $10,000,000 over any continuous twelve month period after completion of the acquisition.
The completion of the acquisition of Bio-Wash is anticipated to be completed on the 10th business day following receipt of the Financing by the Company. There can be no assurance that such Financing will be able to be completed.
In connection with the Financing, management of the Company anticipates completing an equity private placement or public offering. Any equity financing completed by the Company will be undertaken in accordance with the rules and policies of The Toronto Stock Exchange. Accordingly, the members of the Company in considering and voting for the ordinary resolution for the approval of the acquisition of the Shares of Bio-Wash from the Shareholders will also be voting for the Financing, which is to be effected in accordance with the rules and policies of The Toronto Stock Exchange. Based on the current trading price of the common shares of the Company, the Company anticipates issuing approximately 4,000,000 common shares pursuant to the Financing. Thus, the members of the Company at the General Meeting will be asked to approve the following ordinary resolution:
"RESOLVED THAT the directors of the Company be and they are hereby authorized to acquire the Shares of Bio-Wash from the Shareholders on the terms and conditions and subject to the consideration contained in the Agreement (or on such other terms and conditions or for such other consideration as the directors may consider to be reasonable and necessary in the circumstances) and to effect the Financing, described above, all on the terms and subject to the conditions described herein and in accordance with the rules and policies of The Toronto Stock Exchange and such other applicable regulatory authorities."
In order to be approved, an ordinary resolution is required to be approved by greater than 50% of the members present or voting by proxy at the General Meeting.
II. CHANGE OF NAME OF THE COMPANY TO NAPIER ENVIRONMENTAL TECHNOLOGIES INC.
At the General Meeting of Shareholders, members will be asked to approve a Special Resolution which grants discretion to the directors of the Company to change the Company's name to Napier Environmental Technologies Inc., or such other name as may be acceptable to the directors of the Company and the Registrar of Companies in British Columbia, and to amend the Company's Memorandum accordingly. In order to be approved, a Special Resolution is required to be approved by 75% or more of the members present or voting by proxy at the General Meeting. |
