Rocket
Here's the latest News Release. I was also able to preview the new site which will be hosted supposedly toward the end of September. It was fantastic. A great and compelling e commerce site!
Further to the Company's News Release of July 16, 1999, the Company is pleased to announce the following:
1. Change of Name
Shareholders of the Company approved at the Annual General Meeting held on July 15, 1999, (AGM), changing the name of the Company to Art Gallery Live.com Management Ltd., subject to final regulatory acceptance. Upon receipt of final acceptance, the Company's shares will commence trading under the symbol ALV.
2. Change of Board of Directors
The following individuals were elected as Directors of the Company at the AGM:
Michael Besson
Trevor Daniel
Barry Galbraith
Frank Gigliotti
Michael Goldberg
Mel Reeves
3. Change of Management
Following the AGM, the following positions were filled by the Board of Directors as follows:
CHAIRMAN and CHIEF EXECUTIVE OFFICER * Mel Reeves
PRESIDENT * Michael P. Besson
CHIEF FINANCIAL OFFICER * Trevor Daniel
VICE PRESIDENT OF SALES * Cynthia Besson
VICE PRESIDENT OF PUBLIC RELATIONS * Frank Gigliotti
SECRETARY * William A. Trimble
Five-year management contracts are now in place for all of the above, subject to the availability of cash flow in the Company, as set out below.
4. Property-Asset Acquisition
The shareholders also approved at the AGM the acquisition of all of the issued and outstanding shares of 581985 B.C. Ltd. ("581985"), pursuant to an agreement dated June 1, 1999 (the Acquisition Agreement), with Michael Besson, the President and a Director of the Company and 581985, and Trevor Daniel, the Chief Financial Officer and a Director of the Company (the Vendors) and 581985; 581985 holds the assets known as Artgallerylive.com (ALV), a Vancouver and Las Vegas-based fine art marketing company which proposes to market fine art over the Internet. This transaction was completed on July 19, 1999.
The consideration paid to the Vendors under the Acquisition Agreement is the sum of $520,000 payable by the issuance of 1,000,000 common shares at a deemed price of $0.50 per share issuable to Trevor Daniel, which shares are subject to a pooling agreement between the Company and its registrar and transfer agent, to be released when the Company has spent $435,000 on the business of ALV, as certified by independent public accounts. These pooled shares were issued on July 19, 1999, and are also subject to a hold period expiring November 19, 1999, and 2,000,000 Performance Shares issued at a deemed price of $0.01 per share, issuable as to 1,500,000 to Michael Besson and 500,000 shares to Trevor Daniel, subject to regulatory approval.
5. About Art Gallery Live.com
In 1999, ALV was created to take advantage of the traditional, fragmented system currently distributing commercial fine art worldwide. ALV will propel the fine art market into the 21st century by broadcasting LIVE art shows via the Internet. ALV will use an e-commerce distribution model to sell artworks from all over the world to the end collector. ALV will bring together the top 100 unique fine art galleries to form a co-op distribution system of a significant magnitude never before experienced in the fine art industry. ALV will consolidate traditional fine art distribution, home shopping television channels and Internet auctions into a central fine art community.
As a result, ALV's mission statement is TO BECOME THE WORLDWIDE E-COMMERCE LEADER IN FINE ART PUBLISHING AND DISTRIBUTION.
6. Performance Shares
Shareholder approval was also received for the issuance of additional management performance shares which have been allocated as to 1,000,000 performance shares to Trevor Daniel, as to 1,500,000 performance shares to Bill Trimble and as to 2,500,000 performance shares to Mel Reeves. These shares were issued on July 19, 1999. The shares are to be released to the holders thereof on the basis of $1.71 of "Brand Expenditure", and $2.50 of revenue attributable to the business of ALV. For the purposes of calculating the release of the Performance Shares, "Brand Expenditures" shall mean expenses incurred by the Company in order to build the business of ALV, including trademarks, copyright, get up, product and services.
7. ShopNow.com Inc. and its subsidiary, CommerceTrust.com
Established in 1994, ShopNow.com Inc. (http://www.shopnow.com) (ShopNow) is a leading electronic commerce and direct marketing company dedicated to making e-Commerce a reality for all businesses. Through its full suite of e-Commerce solutions and extensive shopping network, ShopNow helps customers and merchants safely and easily buy and sell merchandise online. With offices in Washington and California, ShopNow provides electronic commerce technology and services to thousands of companies and online merchants.
CommerceTrust.com (http://www.commercetrust.com) (CommerceTrust) creates solutions for individuals and businesses seeking to conduct commerce online. By eliminating barriers to entry that typically inhibit individuals from establishing an online business, CommerceTrust offers sophisticated technology, innovative merchant services, and extensive distribution channels designed to help companies effectively participate in the New Economy.
On June 30, 1999, the Company entered into a Share Subscription and Special Right Agreement with ShopNow.com. Pursuant to the Share Subscription and Special Right Agreement, ShopNow has subscribed for 1,000,000 common shares of the Company at a price of U.S. $1.00 per share. These were issued on July 19, 1999, and are subject a one-year hold period expiring July 19, 2000. The subscription price is to be set off against the U.S. $1,000,000 initial fee payable under the Marketing Services Agreement. ShopNow also has the right under the Share Subscription and Special Right Agreement to be issued shares in satisfaction of any services requested by the Company and rendered under the Development Services Agreement or the Marketing Services Agreement for an additional U.S. $4,000,000, at a deemed price per share equal to the average closing price for the shares over the 10 days immediately prior to the receipt of the invoice, subject to a maximum of 19.9% of the issued common shares of the Company.
On July 2, 1999, the Company entered into a Developer and Supplier Agreement. Pursuant to the Developer and Supplier Agreement, CommerceTrust has agreed to develop the website which the Company intends to use for the sale of fine art, and to operate the site on the Company's behalf. The Company paid CommerceTrust U.S. $225,000 and has agreed to pay U.S. $50,000 upon the achievement of certain development milestones. When the site is complete, the Company will pay CommerceTrust a hosting fee of $5,000 per month, and transaction fees of:
a) 2% on the first U.S. $20,000,000 of sales;
b) 1.5% for sales of U.S. $20,000,000 to U.S. $100,000,000; and
c) 1% for sales above U.S. $100,000,000.
CommerceTrust will also invoice the Company for certain services requested by the Company at the rate of U.S. $150 per hour. The Developer and Supplier Agreement has an initial term of two years with three one-year renewal options by mutual agreement.
On July 2, 1999, the Company entered into a Marketing Services Agreement. Pursuant to the Marketing Services Agreement, ShopNow has agreed to link the Company's website to ShopNow's own site, and to provide promotional services to be agreed upon to the Company. A fee of U.S. $1,000,000 was paid to ShopNow under the Marketing Services Agreement for initial services requested by the Company, and thereafter ShopNow is to invoice the Company for services rendered. A maximum of U.S. $5,000,000 is payable to ShopNow under the Marketing Services Agreement.
8. Non-Brokered Private Placement
On July 16, 1999, the Company completed a Private Placement of 1,000,000 Units at $0.50 per Unit, each Unit consisting of one share and one non-transferable share purchase warrant (the warrant) with each warrant entitling the holder thereof to purchase an additional common share of the Company at an exercise price of $0.75 per share during the initial six months of the 12 month exercise period and thereafter a price of $0.95 per share during the remaining six months. The common shares and any shares to be issued upon exercise of the warrants are subject to a hold period expiring on November 16, 1999.
9. Brokered Private Placement
The Company has submitted to the Exchange an application for acceptance of a private placement of up to 3,450,000 units (the Units), at a price of $0.50 per Unit, each Unit consisting of one common share and one share purchase warrant entitling the holder to purchase an additional common share at an exercise price of $0.75 during the initial six months of the 12 month exercise period of the share purchase warrant and thereafter at a price of $0.95 per common share during the remaining six months of the exercise period. The Company has appointed Canaccord Capital Corporation as the agent for the brokered private placement.
10. Non-Brokered Private Placement
On September 3, 1999, the Company announced a Private Placement for the purchase of up to 1,000,000 Units at $0.50 per Unit, each Unit consisting of one share and one non-transferable share purchase warrant (the warrant), with each warrant entitling the holder thereof to purchase an additional common share of the Company at an exercise price of $0.75 per share during the initial six months of the 12 month exercise period and thereafter a price of $0.95 per share during the remaining six months. The common shares and any shares to be issued upon exercise of the warrants are subject to a hold period expiring on January 3, 1999.
11. Incentive Stock Options
As approved at the AGM, 1,561,500 Common Shares of the Company have been reserved for issuance under management and employee incentive stock options to purchase shares of the Company at a price of $0.60 per share for a period of five years, subject to regulatory approval.
12. Management Agreements
The Company has also entered into Management Agreements with Michael Besson (up to U.S. $8,000 per month), Cynthia Besson (up to U.S. $7,000 per month), Affinity Asset Management Inc., a private company which is owned by Trevor Daniel (up to U.S. $5,000 per month), 328707 B.C. Ltd., a private company which is owned by Mel Reeves (up to U.S. $5,000 per month), and William Trimble (U.S. $1.00 per month), all of which are subject to available cash flow in the Company, and contain terms preventing exchange of management fees for shares. The agreements provide that the parties be responsible for the day to day management of the business of Artgallerylive.com.
13. Sponsorship Agreement
The Company is pleased to advise that Canaccord Capital Corporation has agreed to act as Sponsor for the Company by an agreement dated June 30, 1999, as amended July 13, 1999, in regards to reorganization of the Company and will undertake the sponsorship duties prescribed by Policy No. 4 relating to the Sponsorship in exchange for 200,000 common shares of the Company, subject to release as to 50,000 on Closing and 50,000 each three months thereafter.
14. Regulatory Acceptance
Although the Company has requested acceptance in principle to the above, final regulatory acceptance has not been received. There is no assurance that the Company will receive final regulatory acceptance. The Company must first meet all of the disclosure requirements of Vancouver Listing Policy Statement 18.5.1., including the preparation and filing of a Filing Statement detailing the effect of the reorganization as set out above.
ON BEHALF OF THE BOARD
______________________________
MEL REEVES
Chairman and Chief Executive Officer
THE VANCOUVER STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS PRESS RELEASE. |
