Things look like they are coming together...patience is a virtue
Res International Inc.
RESZ CDN Add to Portfolio
February 19, 1999
ODI, RES and CCI Inc. Announce Proposed Business Combination
RES INTERNATIONAL INC ("RESZ-Z")
- ODI, RES and CCI Inc. Announce Proposed Business Combination
Online Direct Inc., ("ODI"), RES International Inc. ("RES")
and ComCentral Inc., ("CCI"), are pleased to announce that they have entered into an amalgamation agreement (the "Amalgamation Agreement") which provides that these entities will enter into a business combination, subject to the fulfilment of certain conditions, including shareholder approval. ODI and RES also announce that they have each obtained interim financing by way of private placement.
ODI is an Internet marketing services company focused on delivering technology, software, and business models to expand the use of the Internet as a sales and marketing medium.
RES is a software development company focused on the development of Internet e-commerce solutions for business and consumer markets. The common shares of RES are quoted on the CDN.
CCI is an Internet software development company focused on Internet community building tools and solutions.
Under the terms of the Amalgamation Agreement:
1. each outstanding ODI share (including those shares convertible under existing convertible debentures) will be exchanged for 0.839 shares in the combined business entity;
2. each outstanding RES share (including those shares convertible under existing convertible debentures) will be exchanged for 0.042 shares in the combined business entity; and
3. each outstanding CCI share (including those shares convertible under existing convertible debentures) will be exchanged for 0.686 shares in the combined business entity.
The proposed business combination is subject to RES, ODI and CCI shareholder approval. ODI is a public non-offering Ontario corporation and CCI is a private Ontario corporation. An information circular will be prepared and forwarded to RES shareholders on or about February 25, 1999 in connection with a RES shareholder meeting to be held on March 30, 1999 to approve the amalgamation. Closing date is expected to be on or about March 31, 1999.
In connection with the proposed business combination, interim financing has been obtained by ODI and RES by way of a private placement. ODI has issued a convertible debenture in the principal amount of $250,000, convertible at $2.50 per share of ODI. RES has issued a convertible debenture in the principal amount of approximately $700,000, convertible at $0.10 per share of RES. The $700,000 debenture represents an advance of $500,000 by a third party together with outstanding interest of approximately $200,000 currently due to this third party. RES has also agreed with three creditors to convert $716,000 of debt into shares of RES at a conversion price of $0.05 per share.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. Any such offer or sale will be made only by means of a prospectus or pursuant to available exemptions under applicable securities legislation.
TEL: (416) 366-0160 ext 31 Glenn Weiers, President and CEOFAX: (416) 366-3735 Online Direct Inc.E-Mail: weiers@onlinedirect.comInternet: www.onlinedirect.comTEL: (613) 238-3690 Rolf E. Schliewen, President and CEOFAX: (613) 235-5889 RES International Inc.E-Mail: res@RES.caInternet: www.res.caTEL: (416) 449-4787 ext 228 Rene Pardo, President
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