PINETREE CAPITAL INC ("PNP-V") AMERICAN SPORTS MACHINE INC ("AMRR-L") - Pinetree re: SoftQuad To Commence Trading On March 2, 2000
Pinetree Capital Corp. ("Pinetree") is pleased to announce that American Sports Machine, Inc. ("American Sports"), a U.S. company whose common stock trades on the NASD Electronic Bulletin Board System under the symbol "AMRR.OB", has acquired all of the outstanding shares of SoftQuad Software Inc. The acquisition was funded by securities of American Sports, with each SoftQuad Software shareholder receiving American Sports shares on a 1-for-1 basis for each SoftQuad Software share. It is anticipated that American Sports will formally merge with its new wholly-owned subsidiary, SoftQuad Software, with the merged company to be renamed, and to carry on business under the name, SoftQuad Software Ltd. American Sports' Common Shares are expected to commence trading on Thursday March 2, 2000 on a post acquisition basis.
As a consequence of the SoftQuad Software acquisition and related transactions, the outstanding share capital of American sports now consists of 2,936,703 shares of common stock, 1,473,405 shares of Class A convertible preferred stock, and 1,522,255 shares of Class B convertible preferred stock, on an undiluted basis. In addition, there are an aggregate of 1,704,699 share purchase warrants outstanding, and the merged company has assumed SoftQuad Software's obligation, pursuant to agreements to acquire all of the outstanding shares of SoftQuad Software Inc. (the Canadian operating subsidiary), to issue an additional 11,065,275 shares of common stock (on a fully diluted basis). Pinetree holds approximately 15% of the approximately 18 million outstanding Common Shares of American Sports.
American Sports has also entered into an agreement with Thomson Kernaghan & Co. Ltd. pursuant to which Thomson Kernaghan has agreed, as agent, acting on a best efforts basis, to raise up to US$17.5 million of additional common equity.
About American Sports
American Sports is a Florida-domiciled corporation, whose common stock trades on the NASD Electronic Bulletin Board System under the symbol "AMRR.OB". It is anticipated that as part of the transactions described above, American Sports will formally merge with its new subsidiary, SoftQuad Software Ltd., with the merged company to carry on business under the name SoftQuad Software Ltd.
About SoftQuad
SoftQuad is a leading designer, developer, and marketer of web site content authoring software. Its powerful, broadly deployable XML and HTML products, XMetaL and HoTMetal, are used in e-publishing, e-knowledge, and applications development by both IT professionals and corporations - including many Fortune 500 companies. SoftQuad is now poised to extend its XML technology to applications in the burgeoning business to business e-procurement market, where the ease of creating and adapting content with the dynamic processing abilities of eXtensible Markup Language (XML) may represent significant advantages over other programming languages.
For more information on SoftQuad, visit its web site at www.softquad.com.
Sheldon Inwentash, Chairman and CEO of Pinetree stated "Pinetree is very pleased with SoftQuad's rapid progress and looks forward to its public trading debut through American Sports Machine."
Pinetree Capital Corp. is a publicly traded company that focuses on being first to fund emerging growth businesses with breakthrough proprietary products. Pinetree acts as a catalyst for success by taking a leadership position in its investee companies and committing both financial and human resources to their projects. Pinetree's goal is to maximize both short and long-term investment value for it shareholders. Pinetree's focus is in the e-business sector, and in particular, companies with internet enabling technology. Trading in Pinetree's shares are reported on the Canadian Venture Exchange (the "CDNX") under the symbol "PNP". Visit the Pinetree Capital Corp. web site at www.pinetreecapital.com.
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties and other factors that may cause Pinetree's results to differ materially from expectations. These include risks relating to market fluctuations, investee performance and other risks. These forward-looking statements speak only as of the date hereof. Pinetree disclaims any intent or obligation to update these forward-looking statements. TEL: (416) 941-9600 Pinetree Capital Inc.
Sheldon Inwentash, Chairman and C.E.O. E-mail: info@pinetreecapital.com
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