Subject: Napier Financing Arranged and Merger Set for Completion Date: Wed, 17 Nov 1999 14:02:24 -0800 From: "Napier International Technologies Inc." <nir@direct.ca> To: <Undisclosed-Recipient:@mx2-e.mail.home.com;>
NEWS ANNOUNCEMENT FOR IMMEDIATE RELEASE
Financing Arranged and Merger Set for Completion
Vancouver, British Columbia, Canada……. November 17, 1999
Napier International Technologies Inc. (NIR.TSE), is pleased to report that is has arranged, subject to regulatory approval, both financing and acquisition closing terms for completion of the Bio-Wash/Napier transaction. The strong financial position and sustained growth of both companies will permit the merger to close with significantly less dilution than originally contemplated.
As a result, the Bio-Wash shareholders have indicated a desire to reduce the cash component of the acquisition from $3.0 million to $1.0 million in exchange for an additional 2.0 million shares of Napier. The cash payment will be structured to optimize the working capital of the company with $500,000 payable on closing (approximately November 26, 1999) and a second payment of $500,000 due on March 31, 2000.
Napier is also pleased to announce that, subject to regulatory approval being obtained, it has arranged a $2.3 million financing by way of a brokered private placement for the issuance of $2.0 million units at $1.15 per share with a ½ share purchase warrant to acquire an additional 1.0 million shares at $1.26 per share for a 1 year period. Napier will pay up to a 7% commission to European brokerage firms that have arranged the financing with institutional investors.
Bio-Wash and Napier have independently established themselves as leaders in environmentally friendly coatings and coating removal systems. The unique technologies within both companies have already attracted distribution partners like ICI Paints, Revy Home & Garden, Benjamin Moore, and Wattyl U.S.A., to name but a few.
Additional detailed information can be gained by calling Jason Cubitt or Don Mosher at Napier (604) 801-6664. Up to date information can be found on our corporate websites at www.napierintl.com and www.biowash.com.
ON BEHALF OF THE BOARD OF DIRECTORS |