XC , CDNX , resumes trading, just waiting for a few MM's to show and its PARTY time!
Tuesday September 12, 2:34 pm Eastern Time
Press Release
SOURCE: New Xavier Capital Corp.
New Xavier Capital Corp. to proceed with qualifying transaction
Trading Symbol: - XC: CDNX
VANCOUVER, Sept. 12 /CNW/ - New Xavier Capital Corp. (the "Company") is pleased to announce that it has entered into an agreement in principle (the "Agreement") dated September 5, 2000 to acquire all of the issued and outstanding shares of Transmeridian Communications Inc., doing business as RealEstateTours.com ( "TCI"), from Transmeridian Financial Group Ltd.(a company incorporated under the laws of British Columbia, the controlling shareholders of which are Luc Gaudreault and Roger Pacquette), Lori Neuen (of Vancouver, British Columbia), Andreola Holdings Ltd. (a company incorporated under the laws of British Columbia, the controlling shareholder of which is Paul Andreola), Arni Johannson (of Vancouver, British Columbia), Republic Financial Ltd. (a company incorporated under the laws of Belize, the controlling shareholder of which is Golda Orozco), Riad Yassin (of West Vancouver, British Columbia) and Conexion Capital Ltd. (a company incorporated under the laws of Turks & Caicos, the controlling shareholder of which is Eric Smith) (collectively, the "Vendors"). The purchase price will consist of 7,800,000 common shares of the Company (the "Transaction Shares"). The Company has also advanced to TCI a non-refundable commitment fee of $25,000. The Transaction Shares will be deposited in escrow and released in accordance with the policies of the Canadian Venture Exchange (the "Exchange").
The Agreement provides that the Vendors will attempt to arrange for investors to purchase by way of private placement up to 500,000 shares at a price of $1.00 per share. The Company proposes to use the proceeds of the private placement for the purposes of developing TCI's Internet site, including developing hardware and software, as well as for marketing and advertising TCI's Internet site and for general working capital.
Concurrent with the completion of the transaction, the Company will implement a stock option plan to be approved by the shareholders of the Company reserving for issuance 2,000,000 common shares of the Company (which represents approximately 19% of the Company's issued and outstanding share capital after giving effect to this transaction).
Wolverton Securities Ltd. (the "Sponsor") has agreed to act as sponsor in connection with the transaction pursuant to a Sponsorship Agreement dated as of August 30, 2000. The Sponsorship Agreement provides that the Sponsor will review such information and carry out such investigation of the transaction as it deems appropriate, in consideration for which the Company will pay to the Sponsor a sponsorship fee of $30,000, plus applicable taxes. The Sponsorship Agreement should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
The Company is a "capital pool company" under the policies of the Exchange, and the acquisition of TCI will serve as a "qualifying transaction" under those policies. Completion of the transaction is expected to occur on or about December 31, 2000. Upon completion of the transaction, the Company will be listed as a Tier 2 Technology or Industrial Issuer pursuant to the tier maintenance requirements of the Exchange.
Transmeridian Communications Inc., doing business as RealEstateTours.com, was incorporated under the laws of British Columbia in November 1999 and commenced operations in January 2000. RealEstateTours.com has an extensive on-line database of multi-picture property tours in south-western British Columbia, and provides a complete line of products and services to the real estate industry, including 360 degree virtual tours, Web site development and hosting, e-mail aliasing and more. The company's short-term plans include expansion to Victoria, Calgary, Edmonton and Seattle, and future growth is expected to encompass other major metropolitan areas of North America and beyond.
Upon completion of the acquisition of TCI, two existing directors of the Company, Steve Bajic and James Gillis, will continue to serve on the board of directors of the Company. In addition, Luc Gaudreault, Roger Paquette, Paul Andreola and Ron Millos will serve on the board of directors of the Company.
Steve Bajic, who lives in Vancouver, British Columbia, obtained a Financial Management diploma majoring in Finance and Securities from the British Columbia Institute of Technology. After spending a year as an Investment Broker with Georgia Pacific Securities Corp., he took a position as Vice President of a marketing and investor relations firm, Corporation X Inc. While there, he worked with over 25 public and numerous private companies in the areas of corporate finance, strategic planning, and investor relations. From 1996 to 1998, he was Vice President of Corporate Communications of Getchell Resources Inc., an exploration company based in Kamloops, B.C and listed on the Exchange. Mr. Bajic is currently President of LF Ventures Inc., a private company which offers financial and business services to public and private companies. Mr. Bajic is also the President, Chief Executive Officer and Director of Duke Capital Corp., a capital pool company listed on the Exchange, which is currently in the process of completing its qualifying transaction.
James Gillis, who lives in Kamloops, British Columbia is currently President of James T. Gillis Management Co. Inc., a private company specializing in the provision of administrative and management services for public companies. Since 1996, he has been President of Cassidy Gold Corporation (formerly PMA Resources Ltd.), a mineral exploration company listed on the Exchange. He has been a director and President of Getchell Resources Inc., and a director of Audiotech Healthcare Corporation (formerly Canadian Hearing Care Inc.), a junior capital pool corporation listed on the Alberta Stock Exchange. Mr. Gillis is also the Vice-President, Chief Financial Officer, Secretary and Director of Duke Capital Corp., a capital pool company listed on the Exchange, which is currently in the process of completing its qualifying transaction.
Paul Andreola who lives in Vancouver, British Columbia, studied Construction Management at Douglas College, British Columbia. He was a founder of MDU Communications Inc., a provider of premium telecommunications services such as digital satellite television, high-speed broadband Internet and in-suite monitored security services to the North American multi-dwelling unit market place. He was the President of Vistawest Capital Group from October 1997 to February 1999. He was a director of Greybrook Capital. Mr. Andreola has worked in investor relations at Exor Data Inc and has been an investment advisor at Georgia Pacific Securities Corp. Mr. Andreola is also a director of Duke Capital Corp., a capital pool company listed on the Exchange, which is currently in the process of completing its qualifying transaction.
Luc Gaudreault, who resides in Surrey, British Columbia, has a varied background, including sales, management, and Internet-based solution development and implementation. He is one of two co-founders of the Transmeridian Group of Companies, namely Transmeridian Financial Group Limited, Transmeridian Ventures Inc. and Transmeridian Communications Inc., and is the Chairman, President and Chief Executive Officer of all as well. Mr. Gaudreault developed and deployed the multi-picture tour Internet search engine that is the foundation of RealEstateTours.com.
Roger Paquette, who resides in Surrey, British Columbia, has a background that includes twenty-six years of airline personnel experience and personal financial services sales. He is the second co-founder and Senior Vice President of the Transmeridian Group of Companies, including Transmeridian Communications Inc. and provided assistance to Mr. Luc Gaudreault in developing the technologies underlying RealEstateTours.com.
Ron Millos is a Vancouver resident and graduated from the University of British Columbia with a Bachelor of Commerce degree in 1983. He obtained the Chartered Accountant designation in 1986 and is a member of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of British Columbia. He was employed for 12 years at KPMG LLP and has spent the past five years employed in senior financial positions for Teck Corporation and Cominco Ltd.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and majority of the minority shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Canadian Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
NEW XAVIER CAPITAL CORP.
"Steve Bajic"
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Steve Bajic, President and Chief
Executive Officer
For further information
Steve Bajic, Tel: (604) 439-9008 |
