ABV Abington to acquire WaterOnNet; name change proposed
Symbol: ABV
Index: 200
Abington Ventures Inc ABV
Shares issued 2,700,000 Jan 18 close $0.47
Wed 21 Feb 2001 News Release
Mr. Walter Brenner reports
Abington Ventures has signed a letter of intent dated effective Feb. 2, 2001,
to acquire all the issued and outstanding shares of WaterOnNet Technologies
Corporation (WON Tech), a private arm's-length Vancouver-based company which
owns two subsidiaries, Enviro-Science Laboratories Inc. and Eau Canada Inc.
The business of the WON Tech group of companies is developing proprietary
water quality improvement technology, and manufacturing and marketing products
to commercialize its technologies. These businesses, over the past five years,
have developed and introduced products and systems which are manufactured in
and/or distributed from a Vancouver plant to North American and export
markets.
The Enviro-Science product lines include Polydex, an environment-friendly
bacteriostatic algaecide that is registered by Health Canada for use in
controlling toxic-effect micro-organisms and algae in drinking water for
humans and animals. Polydex is also used to control gas (odour) producing
bacteria in livestock farming and in organic waste water treatment ranging
from municipal waste water to industrial waste water (such as from sugar
refining). A second product, Blue Magic Pool and Spa Care System, provides
pool, spa and water park users a safe, clean recreational water protection
system without the uncomfortable side effects associated with using harsh
chemicals.
Eau Canada Inc. markets a broad range of water purification and filtration
products. These products are used to remove contaminants such as sediments,
organics, bacteria, protozoa, chemicals (including chlorine, herbicides and
pesticides), heavy metals and other specific contaminants. These products
cover point of use, whole house, commercial and municipal applications.
WON Tech's management team includes:
William Vander Zalm, a successful businessman, former premier of British
Columbia, former mayor and councilman of the city of Surrey, is chairman of
WON Tech and has been actively involved in the businesses for two and a half
years. Mr. Vander Zalm will be appointed chairman of Abington under the letter
of intent.
Frank Varseveld, a successful businessman, is president and chief executive
officer of WON Tech. He founded the first company in the WON Tech group (Eau
Canada Inc.) over five years ago and negotiated the acquisition of
Enviro-Science Laboratories Inc. in December, 1999. Mr. Varseveld will be
appointed president, CEO and director of Abington under the letter of intent.
Stan J. Stanley, a chartered accountant, will be appointed director of
Abington under the letter of intent.
WaterOnNet Technologies Corporation is a B.C. incorporated company
specifically incorporated last year to hold the shares of its subsidiary
companies. The majority shareholders of WON Tech are Mr. Varseveld and Mr.
Vander Zalm. Eau Canada Inc. is an Alberta incorporated company.
Enviro-Science Laboratories Inc. is a B.C. incorporated company. Combined
gross annual revenues for fiscal 2000 for the WON Tech group of companies was
approximately $250,000 (subject to audit).
Under the letter of intent the company proposes to issue to the shareholders
of WON Tech a maximum of 9,536,500 transaction shares at a price of 35 cents
or such lesser number of shares allowable by the Canadian Venture Exchange
based on the valuation reports on Abington and WON Tech and its businesses,
WON Tech and Abington audits, and regulatory and sponsor approval
requirements. All of the shares issued will be subject to escrow under the
CDNX rules. The time periods for release from such escrow is dependent upon
the valuation reports, the policies of the CDNX and all other applicable
securities regulations. Under the letter of intent the transaction shares
issued by the company will be subject to a voluntary pooling agreement in
addition to the escrow requirements of the CDNX.
Under the letter of intent, interim financing for WON Tech's businesses will
be provided on the basis of non-refundable deposit up to a total of $25,000 in
biweekly instalments of $7,500 to begin 10 calendar days after the return to
active trading of Abington Ventures Inc. Further interim financing beyond
$25,000 will be considered by the parties if necessary, and would be advanced
under the additional $75,000 refundable deposit allowed by CDNX rules for CPC
transactions.
Upon completion of the transactions, the company proposes to change its name
to Aqua-Biologic Technologies Corp. and carry on business as a manufacturer
and distributor of environment friendly water additives and water-related
hardware.
The letter of intent further contemplates the company proceeding with a
non-brokered private placement of a minimum of one million and a maximum of
1.5 million special warrants priced at 50 cents per special warrant, to raise
minimum net proceeds of $500,000 and maximum net proceeds of $750,000. The
special warrants will entitle the holder thereof to acquire, at no additional
cost, one common share and one non-transferable share purchase warrant. Each
share purchase warrant will be exercisable into one additional common share of
the company for a 12-month period at 60 cents per share. These funds will be
used to pay for the costs of the proposed qualifying transaction, expand the
WON Tech marketing program nationally and internationally to increase sales of
WON Tech products.
The company is a capital pool company and this proposed transaction, if
completed, will be the qualifying transaction under the policies of the CDNX.
The company is expecting to hold its shareholders meeting as soon as possible
to consider the proposed transactions.
The Company intends to file a stock option plan to reserve options on up to 20
per cent of the share capital of the company for options to be granted to
directors, officers, and employees of the company. The number of options so
reserved, the vesting and the price thereof are subject to CDNX and
shareholder approval.
Completion of the transactions is subject to a number of conditions, including
but not limited to, exchange acceptance and majority of the minority
shareholder approval. The transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular to be prepared in connection with the transaction, any
information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly speculative.
Wolverton Securities Ltd., subject to completion of satisfactory due
diligence, has agreed to act as sponsor in connection with the transaction. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion. Under the
engagement letter with the company, Wolverton will receive a sponsorship fee
of $30,000 (exclusive of GST) in addition to reasonable expenses incurred to
assist it in discharging its obligations under the sponsorship rules and
policies of the CDNX.
All proposed or contemplated transactions are entirely subject to shareholder
and all applicable regulatory approvals.
Dir's: Berka Dusan, Brenner Walter, Dillman J Lewis, Lang Frank
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