Check this out then!!!
March 5, 1998
Conclude Major Financial and Administrative Agreement
OTTAWA, ONTARIO--RES International Inc. ("RES") has entered into an agreement (the "Agreement") with the shareholders of Mitech Computer Systems
Inc. ("Mitech") to purchase all of the outstanding shares of Mitech in exchange for common shares and warrants to purchase common shares of RES. RES is to
issue 15,500,000 common shares of RES valued at $0.50 per share, 10,000,000 warrants with rights to buy shares at $0.50 per share or lower for a period of
two years, and 10,000,000 warrants with rights to buy shares at $0.75 per share or lower for a period of four years, and 1,000,000 additional common shares
of RES valued at current market prices. Furthermore, RES has agreed on certain terms to advance $700,000 in working capital to Mitech. Mitech will assist in
the sale and marketing of RES products.
Mitech provides leading edge client/server software solutions to the retail industry including Merchandising Management, Planning, Forecasting, &
Replenishment, Point-of-Sale, Data Warehousing, and Four Wall/Distribution Center Management systems. Founded in 1983, the Montreal based company
has offices in Boston, Dayton, Dallas, New York, St. Louis, and Paris, France. Mitech's retail systems improve the profitability of retail organizations through
increased sales, reduced distribution costs, improved inventory turnover, and increased operational efficiencies. Mitech offers the retail industry the most
comprehensive set of solutions empowering them with an unprecedented supply chain management information system.
RES provides advanced Internet solutions for business-to-business and business-to-consumer electronic commerce. RES Cybermall is a Web-based on-line
shopping solution which allows consumers to purchase from merchants within an Internet mall and share a secure central payment facility. RES Purchaser is a
business-to-business electronic commerce solution that links customers to suppliers of goods and services. RES Cybermall and Purchaser are based on a
software package called RES-REACH (TM) which combines Internet access to catalogues with Intranet access to internal databases. These Internet products
will be sold as such and integrated with Mitech's merchandising system.
"The technology revolution hitting the retail industry is creating a new breed of competitor for most if not all retailers. Electronic commerce will soon make its
way into most homes with the advent of 'set-top boxes' and Digital Television (DTV), technologies which permit consumers to shop from the comforts of
their living rooms. Many retailers will be caught 'flat footed' as this new shopping medium grabs sales dollars from traditional store front retailing," said Lewis
Olishansky, Executive Vice-President and COO of Mitech. In addition, "The integration of RES Electronic Commerce Products with Mitech's merchandising
systems allows our clients to leverage what they do best, merchandise to consumer," said Leonard Pezzello, Sr. Vice-President of Sales and Marketing.
The recent joint participation of both companies in last month's National Retail Federation trade show in New York generated considerable interest. The
synergies from product integration and the proposed injection of new capital (approximately $28 Million) as a result of RES' entering into an asset purchase
agreement with Alpha Cell Technologies Inc. ("Alpha Cell"), as previously announced in the press release dated February 6, 1998, bode well for the future of
RES and Mitech.
"When you combine Mitech's portfolio of client/server products and strong organizational structure with RES' Electronic Commerce products and the recently
announced equity injection of $28 Million, it will immediately position us to become the leading software solution provider in a multi-billion dollar market,"
said John Frabasile, President and CEO of Mitech.
The Agreement provides that Mitech has the right to nominate three new directors to the Board of Directors of RES. The closing of the Agreement is
conditional upon regulatory approval, approval by shareholders of RES at a shareholders' meeting, and the completion of a previously announced agreement
between RES and Alpha Cell.
Due to the Agreement, and further due diligence necessary regarding the Alpha Cell transaction, the Board of Directors of RES has decided to change the date
for the shareholders meeting to April 17, 1998 at which the shareholders of RES will be asked to approve the Mitech transaction, and the proposed
transactions previously described in the press release dated February 6, 1998, namely, the Alpha Cell transaction, a private placement of $300,000, and the
conversion of approximately $433,000 of debt into common shares.
The new integrated company will be named RES MITECH INC. RES is quoted on the Canadian Dealing Network (CDN, symbol RESZ) and is quoted on the
US OTC Bulletin Board (symbol RSIIF). RES International Inc. currently has approximately 29,500,000 shares outstanding.
FOR FURTHER INFORMATION PLEASE CONTACT:
Mitech Computer Systems Inc. James Donoghue Director (613) 238-3690 (613) 235-5889 (FAX) E-Mail: investors@mitech-retail.com Website:
mitech-retail.com
This Report Updated by Canstock at 10:00:03 Pacific Time |
