Scorpion Minerals Inc - News Release
Scorpion to change name to Nextair
Scorpion Minerals Inc SCP
Shares issued 27,769,327 2000-11-10 close $0.64
Monday Nov 13 2000 News Release
Mr. Michael Farrugia reports
Scorpion Minerals has entered into a definitive agreement to enter into a business combination with, and change its name to, Nextair Corporation. Nextair is a private corporation engaged in the wireless Internet space providing both wireless Internet middleware and wireless Internet applications through an application service provider (WASP) business model.
Under the terms of the business combination, Scorpion will issue 52 million units consisting of one common share and one-sixth of a share purchase warrant. Each whole warrant would entitle the holder to purchase one additional common share of Scorpion at a price of 50 cents for a period of 18 months. The business combination is subject to a number of conditions usual to transactions of this nature including, among others, the approval of Scorpion's shareholders at a meeting of shareholders expected to be held in early January, 2001, and the approval of applicable regulatory authorities. The business combination is also conditional on support agreements being executed by the holders of a minimum of 40 per cent of the outstanding common shares of Scorpion on or before Nov. 27, 2000, whereby such shareholders agree to vote in favour of the business combination at the meeting of the shareholders of Scorpion.
Nextair (www.nextair.com) is a wireless Internet company with customers in both North America and Europe. The company has focused its activities in two distinct areas: the wireless Internet middleware arena with its AIRIX-enabling technology, and secondly, offering applications to the market through a WASP model.
Originally founded in 1995 as Millennium Softworks International, Nextair has seen tremendous growth over the last five years. The company's sales have continued to grow, with the company showing a profit each year up until the current year where significant capital and resources have been dedicated to commercialize the AIRIX technology and launch the company's wirelessly enabled vertical applications.
AIRIX, the company's wireless enabling platform, can be used with any application for any kind of wireless delivery to virtually any device on any wireless network globally. Currently among the most popular devices being used are: RIM (Research in Motion), Motorola PageWriter, WAP (wireless application protocol), Microsoft Windows CE/98/2000 and Palm hand-held devices. The AIRIX technology gives corporations the tools and flexibility to mobilize employees without dictating or changing networks or technologies. This presents significant value by eliminating a company's need to replace, upgrade or Web-enable legacy applications which would represent substantial capital expenditures in order to take advantage of the tremendous growth of the wireless Internet.
The second area of focus, the WASP model, allows Nextair to exploit a significant market opportunity to develop and market stand-alone vertical applications which use the AIRIX-enabling technology and market those applications on a hosted basis. This presents an opportunity for identified market sectors to rent applications and associated wireless capability rather than committing to a larger capital purchase. On Sept. 1, 2000, Nextair launched its own wirelessly enabled vertical applications for the mobile field force with customers already signed in Europe and North America.
In order to maintain and increase its momentum in the marketplace, Nextair will continue to work with original equipment manufacturer partners, national and international telco carriers, and systems integrators both in North America and abroad. Steven J. Hulaj, founder of Nextair, said: "We are very excited about the business combination, as it brings resources into Nextair which enable us to build upon our successes to date in both North America and Europe. We anticipate significant growth both in licensing our AIRIX-enabling technology, and delivering wireless applications to identified vertical markets worldwide. The year 2001 is going to be a very exciting year for us."
Michael Farrugia, chairman of Scorpion, commented, "After reviewing numerous opportunities over the past 18 months, I believe that Nextair provides our shareholders the greatest opportunity to be part of a significant technology space with tremendous growth potential partnered with a company that is poised to forge a significant presence in this space."
The board of directors of the company going forward will consist of the following five members:
Mr. Farrugia, chairman, Scorpion Minerals, will maintain his role as chairman;
Simon Fraser, chief executive officer, Nextair Corporation;
Mr. Hulaj, founder and senior vice-president, sales, Nextair Corporation;
Charles Janisse, chief financial officer, Nextair Corporation; and
John Travaglini, managing director, global tech and entrepreneurial division, Transocean Group. Mr. Travaglini has a proven, extensive operational and entrepreneurial track record backed by 16 years of solid experience in the technology arena worldwide.
To lead the company, a strong management team is now in place to deliver Nextair's unique technology to the global market. The team includes:
Mr. Fraser, chief executive officer
Mr. Fraser has recently joined Nextair after spending the last 16 years working in the TMT (telecommunications, media and technology) sector for large multinational technology-based companies. The last 10 years have been spent working for Unisys Corporation in New Zealand and the United Kingdom.
Mr. Hulaj, senior vice-president, sales
Mr. Hulaj, the founder of Nextair, has over 15 years of experience developing, marketing, and supporting a variety of software applications. Mr. Hulaj has spent the last several years shaping and developing Nextair's value proposition, and tailoring it to the needs of customers worldwide.
Mr. Janisse, chief financial officer
Mr. Janisse worked with Price Waterhouse in Windsor, Ont., before moving into a senior role with an accounting firm specializing in commercial finance and tax services. Mr. Janisse joined Nextair in 1999.
Tim Neil, development manager
Mr. Neil joined the company in 1996 as the lead development engineer. In this role, Mr. Neil has been instrumental in providing structure and motivation to the companies various development teams.
Currently, Scorpion has 21,589,238 common shares outstanding. After the business combination the company will have 73,589,238 common shares and 8,666,667 warrants outstanding.
At closing, Scorpion is expected to have cash on hand in excess of $7-million, one million shares of Travelbyus.com Ltd. and four million shares of MacMillan Gold Corp. Nextair is expected to have cash on hand of approximately $3-million.
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