Here is the version with the add on cut off by Canada Stockwatch.
Capital Alliance Group Inc CPT
Shares issued 6,158,674 2000-07-10 close $1.4
Monday Jul 10 2000
Mr. Toby Chu reports
Capital Alliance Group has signed a letter of intent (LOI) with Village III Acquisition Corp. (VAC), a private development stage company in the United States. This LOI sets out the terms and conditions of a proposed merger between Canadian Institute of Business Technology (CIBT) a subsidiary of the company, and VAC.
This merger will enable the company and CIBT to capitalize on the strong interest for the creation of a public market for shares in CIBT. It will also assist them in their efforts to become a recognized leader in the provision of traditional and on-line education services throughout China.
The parties will take the required steps to access the US public equities market during the last quarter of 2000. These plans will significantly enhance CIBT'S efforts to broaden its international investor base.
Terms of the letter of intent state that by the closing date, VAC, Jack Augsback & Company LLC or its agents are required to raise a minimum of $1-million (U.S.) (Pre-IPO) in capital that will be invested in the new company at a price not less than $1.50 (U.S.) per share. In addition, this group is also obligated to raise an additional $2-million (U.S.)(or greater) at a price not less than $3 (U.S.) per share. This agreement also includes a clause which states that not less than 750,000 of the shares currently outstanding in VAC are to be escrowed and released in accordance with a phased in performance-based formula. This performance clause requires that a significant portion of these shares will not be released from the lock up position until the closing of the $2-million (U.S.) private placement, and (i) having an averaged trading price of $5 (U.S) or higher for 60 days, or (ii) a successful listing of the new company's shares on a major US exchange.
Prior to the merger with VAC, the company is required to hold no less than a 90-per-cent interest in CIBT. The company plans to acquire the outstanding interest in CIBT from existing shareholders through a share-swap arrangement,
Immediately following the merger with VAC, Capital Alliance Group and its affiliates will hold a position of not less than 85 per cent of the issued and outstanding capital stock of this new company. The total issued and outstanding shares of the new company will be approximately 10.5 million shares. Capital Alliance Group and its affiliates are expected to hold approximately 9 million of these shares.
This merger agreement is subject to the approval of the company and the CIBT board of directors, as well as applicable Canadian and U.S. securities authorities.
CIBT's mission is to expand its educational programs by establishing a network of academic and career development training facilities throughout Asia delivered via both the Internet and traditional classroom methods. CIBT has had an established presence in China since 1994, and is now one of the largest foreign owned business schools in China with three campuses in Beijing.
A strategic partnership with City University (CU) of Renton, Wash., enables CIBT to provide a broad coverage of training expertise in the academic, career and technical training sectors. CU is a fully accredited university in the United States. This university has developed its own innovative Internet and satellite-based education program, and in 1999 it was ranked by Forbes Magazine as one of the top 10 best cyber universities in the world.
CIBT deliver, its programs in China in conjunction with local Chinese educational institutes and in 1994 it formed a joint venture with Beijing Polytechnic University (BPU), one of the largest university in Beijing. BPU occupies over 65-hectares of campus space and has over 12,000 students, enrolled with a faculty staff complement of 1,100. |
