Nexterra Property Group Inc. - Agreement Signed To Purchase Assets of
Ergonomic and Back Comfort Retailer
Toronto, Ontario--
Nexterra Property Group Inc., a junior capital pool issuer whose
common shares trade on The Alberta Stock Exchange (the "ASE")
under the symbol "NEX", announced today that, pursuant to the
letter of intent announced on September 8, 1999, it has entered
into an agreement to purchase certain assets of Toronto-based
Backs Etc. Inc. - an ergonomic and back comfort products retailer
- and Backs Etc. Franchising Inc., a related company, for
$770,000, subject to adjustments.
The Agreement contemplates the purchase of franchising rights and
assets related to a retail location and corporate offices in
Toronto. Certain intellectual property rights will initially be
licensed to Nexterra and it is intended that Nexterra will
acquire these rights for nominal consideration after three years,
provided that Nexterra has honoured certain commitments. Subject
to adjustments, the purchase price of $770,000 is to be satisfied
by a combination of the following:
* assumption of liabilities in the amount of approximately
$140,000;
* cash in the amount of approximately $113,000;
* the issuance of approximately $21,000 in convertible
debentures (convertible into common shares of Nexterra at
the option of the holder at a price of $0.18 per share)
bearing interest at prime plus 1%; and
* the issuance of approximately 2,750,000 common shares of
Nexterra (to be issued at a price of $0.18 per share).
BACKS etc. management will join Nexterra after the completion of
the acquisition. Gary Lands and Alex Neuman are presently
directors, officers and, through their respective holding
companies, they each control 50% of the issued shares of Backs
Etc. Inc. and Backs Etc. Franchising Inc. On the completion of
the acquisition, Mr. Lands and Mr. Neuman will become co-chief
executive officers of Nexterra and Mr. Neuman will join the board
of directors of Nexterra. Mr. Lands is presently President and
CEO and a director of Nexterra. Prior to his involvement with the
vendors, Mr. Neuman practiced corporate/ commercial law in
Toronto for 15 years.
Discussions are continuing between Nexterra and Colane Inc., a
BACKS etc. franchisee, for the purchase of assets related to an
additional retail location in Richmond Hill, Ontario as
contemplated by a letter of intent dated August 24, 1999.
The closing of the acquisition is subject to, among other things,
Nexterra completing a private placement and/or equity financing
to raise an aggregate of, at least, $3 million. The closing of
the acquisition is scheduled to take place on February 15, 2000,
or such earlier date as the parties may agree to, or such later
date as Nexterra may specify on not less than 30 days prior
notice, provided that such date is to be no later than March 15,
2000.
The acquisition, together with the proposed financing, are
intended to qualify under the rules of the ASE as a "Major
Transaction" and are subject to the approval of the ASE.
Additionally, completion of the transactions is subject to a
number of conditions for the benefit of Nexterra including
shareholder approval, general due diligence and the success of
the proposed financing.
The acquisition represents the foundation for Nexterra's
intention to launch a major e-commerce initiative in the
burgeoning ergonomic and back comfort products field.
For more information, please contact:
Gary Lands
President & CEO, Nexterra Property Group Inc.
Telephone: (416) 482-4959
Facsimile: (416) 482-0643
e-mail: lands@nexterra.com |
