NEWS RELEASE TRANSMITTED BY CANADIAN CORPORATE NEWS
FOR: CARBITE GOLF INC.
VSE SYMBOL: CAB
JANUARY 2, 1997
Carbite Golf - Merger Document Receives Approval for
Filing
VANCOUVER, BRITISH COLUMBIA--Carbite Golf Inc. wishes to announce
that its Board of Directors has approved and signed the merger
agreement between Carbite Golf Inc. and Carbite, Inc. of
California. The merger agreement, which is subject to approval of
the Vancouver Stock Exchange and the Department of Corporations of
the State of California, is the result of an acquisition agreement
announced on September 21, 1994 by which Carbite Golf Inc.
acquired a 50 percent equity interest in Carbite, Inc. and an
option exercised as announced in a press release on June 10, 1996
in which Carbite Golf Inc. had negotiated the terms of acquiring
the remaining 50 percent equity interest in Carbite, Inc. and the
merger of the two companies.
In the merger agreement, Carbite Golf Inc. will issue a total of
6,780,000 common shares as well as 917,000 share purchase warrants
having a two year term, exercisable at a price of $1.30 CDN per
share in the first year and $1.50 CDN per share in the second
year. Carbite Golf Inc. will also issue 815,000 common shares as
a share bonus to the principals of Carbite, Inc. because certain
minimum sales targets were achieved as defined in the acquisition
agreement. Chester Shira and Mike Spacciapolli will join the Board
of Directors and Chester Shira will assume the role as Chairman of
the Board. They will also enter into 3 year employment contracts
with Carbite Golf Inc.
Carbite Golf Inc. also wishes to announce that it has prepared a
formal agreement to acquire the 49 percent interest in Viper Bite
from Advanced Golf as announced in a press release of September
26, 1996. This agreement is conditional on the merger document,
described above, closing and is subject to approval from the
Vancouver Stock Exchange and the Department of Corporations of the
State of California. Carbite Golf Inc. will issue a total of
700,000 common shares and will grant 700,000 non-transferable
share purchase warrants exercisable at a price of $1.50 CDN per
share for a period of two years. A minimum of $950,000 CDN of net
assets including cash remain attributable and allocated to Carbite
Golf Inc. along with the continued earnings from the Viper Bite
line of golf clubs.
A fairness opinion letter has been prepared by KPMG for the merger
of Carbite Golf Inc. and Carbite, Inc. and for the acquisition of
Advanced Golf Inc. by Carbite Golf Inc. by KPMG. The fairness
opinion letter will be provided to the Vancouver Stock Exchange
and the Department of Corporations of the State of California as
part of the approval process along with the merger agreement.
Carbite Golf Inc. also wishes to announce that it has reserved
500,000 options for its employees and insiders at a price of $1.50
CDN per share for a six (6) month term. The options are subject
to Board and regulatory approval.
Carbite, Inc. manufactures wedges, putters and iron sets under the
trademarks CheckMate, Tru-Spin, Viper Bite and Dual-Density.
ON BEHALF OF THE BOARD
Edward L. Rempel, Director
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There is a major golf show at the end of the month in Orlando I think. Carbite will be launching its new diamond face clubs and the putter. This company could very well turn a profit of $0.06/share for the 1996 fiscal year. (IN MY OPINION)
adios for now
Bill |
