To: Rahim Bushiri who wrote (229 ) 5/28/1998 7:08:00 PM From: Ted Kosokowsky Read Replies (1) | Respond to of 416
News Release Markatech Industries Corporation - Right of first refusal granted Markatech Industries Corporation MKD Shares issued 8327149 1998-05-26 close $0.12 Thursday May 28 1998 Mr. R. Douglas McLean reports On April 6, 1998 the company announced an agreement for the proposed acquisition of 60 per cent of the common voting shares of MCDI Manufacturing, a recently incorporated British Columbia company that will be engaged in the business of manufacturing and replicating pre-recorded formats including CD-Audio, CD-ROM and CD-DVD. MCDI will use a state of the art optical disc manufacturing equipment which will perform the desired digital formatting, high speed replication, printing, packaging and quality control tasks. MCDI's management team has been and continue to be engaged in many aspects of this industry and insofar as the acquisition represents the purchase of a new entity, the operations will mature rapidly, given the prior experience and existing industry contacts of the principals. The company has been granted the right of first refusal to acquire the remaining 40 per cent control of the voting shares. The company and MCDI have now completed a written agreement to form an agreement with a Los Angeles, California based compact disc manufacturing company with many years of experience in the compact disc business. The agreement provides for the U.S. company to lease certain compact disc production equipment on a production drive lease/purchase agreement valued at approximately $500,000 to MCDI. Furthermore, the U.S. company will provide compact disc mastering services to MCDI on a preferentially priced basis, thereby enhancing MCDI's price competitiveness in the marketplace. The company and MCDI have now received a written confirmation from a U.S. equipment leasing broker that the U.S. marketing company of a chosen international compact disc manufacturing company will guarantee a compact disc manufacturing equipment financing lease for MCDI valued at approximately $650,000. Final leasing documentation is now being prepared to culminate this lease financing process. MCDI has now completed the subscription agreement to commence offering a preferred equity offering to private investors using exemptions available in the province of British Columbia to raise up to $500,000 in order to provide for purchase of certain equipment, to provide for marketing capital, and to provide for inventories and general working capital. The offering will bear dividend at the rate of 12 per cent per year, payable monthly. Participants will also be entitled to a bonus royalty payment to be calculated as 5 per cent of the gross CD manufacturing sales of MCDI. The company has been provided with an option to acquire the MCDI preferred equity shares, converting the face value of the shares to the common shares of the company subsequent to the expiration of one year from purchasing of the preferred equity shares. At such time as the preferred equity holders convert the preferred equity shares into common shares of the company, the company will secure, by assignment, all agreements providing for a dividend and royalty payments of MCDI in such manner as is identical to that held by the preferred equity holders prior to conversion. A purchase of the preferred equity shares will qualify for RRSP eligibility. The company has also arranged a private placement for $300,000 which will be used to provide for initial down payment on the lease as to $75,000, to provide for additional Autonet product development and to provide for continuing working capital. The private placement is priced at 15 cents per pre-consolidated share and provides for a warrant exercisable at 15 cents and 18 cents respectively, in years one and two. The company has also granted employee and directors' share purchase options, in the amount of 500,000 pre-consolidated shares at 15 cents per share. The company will file a corporate business plan, share purchase agreement and related documents in respect of this acquisition. (c) Copyright 1998 Canjex Publishing Ltd. canada-stockwatch.com