Kieth This is a straight lift from the web site: CONTACT: Lon L.E. Vining Chief Financial Officer (416) 593-2420 lvining@angoss.com
FOR IMMEDIATE RELEASE:
ANGOSS Software Corporation ANNOUNCES COMPLETION OF ROYALTY BUY-OUT, DEBT RESTRUCTURING AND FILING OF NORMAL COURSE ISSUER BID
Toronto, Ontario – March 24, 1999 (ASE: ANC) – ANGOSS Software Corporation today announced the successful restructuring of $657,500 of accrued liabilities and has received conditional approval for a Normal Course Issuer Bid with The Alberta Stock Exchange.
The debt restructuring involved the conversion of current liabilities due to a third party in the amount of $335,000 on account of accrued royalties with respect to KnowledgeSEEKER sales into a fixed term note and the conversion of additional liabilities in the amount of approximately $322,500 due to directors, officers and third party service providers into convertible term notes maturing February 28, 2001.
The royalty term note is due August 31, 1999 and provides for monthly repayments of principal on one-half of the outstanding principal amount. The balance due may be satisfied by ANGOSS, at its option, in cash or through the issuance of common shares at a price of $0.10 per share for an aggregate of 1,655,000 common shares. The lender is also entitled to cause such shares to be issued if ANGOSS does not repay the note at maturity or otherwise defaults in its obligations. As a result of this transaction, royalties of 10% of product revenues formerly payable on KnowledgeSEEKER product sales, are no longer payable by ANGOSS.
The remaining notes mature February 28, 2001, provide for quarterly payments of interest at 5.0%, and are convertible at the 20 day trailing average trading price of the common shares of ANGOSS at the time of conversion with a minimum conversion price of $0.10.
These transactions were completed following the receipt of the required approvals of The Alberta Stock Exchange.
ANGOSS has also received conditional approval for its intention to proceed with a Normal Course Issuer Bid, seeking permission to acquire up to 5% of its outstanding common shares over the next 12 months, commencing March 29, 1999. ANGOSS currently has 33,882,713 issued and outstanding common shares. Final approval by Exchange is conditional on the company filing customary documentation with the Exchange.
Lon Vining, Chief Financial Officer, commented that the net effect of these transactions, which are outlined in the annual report of ANGOSS for the 1998 fiscal year being delivered to shareholders, is to improve gross margins, regularize cash flow and improve the balance sheet of the company.
This press release may contain forward-looking statements relating to the future performance of ANGOSS Software Corporation. Forward-looking statements, specifically those concerning future performance and the achievement of operating profitability are subject to certain risks and uncertainties, and actual results may differ materially. These risks and uncertainties include the risk of possible customer disappointment or dissatisfaction with ANGOSS products, and any resulting failure to expand the user base as anticipated by the Company; the Company's limited operating history and losses; increases in expenses; unproved market acceptance of the Company's products and services; technical uncertainties related to releases of new or modified products and adapting products to specific customer requirements; risks involving management of growth; competition and the introduction of new entrants and/or new products in the Company's markets; product development risks and risks of technological change; the risk of unanticipated expenses or asset reevaluations; and other risks and uncertainties described in filings with the Alberta Securities Commission.
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Their intention to buy back up to 5% of their stock will certainly help with their stated Nasdaq goal
GJP
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