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Technology Stocks : Micromem Technologies ***MAG-RAM*** ( MMTI) -- Ignore unavailable to you. Want to Upgrade?

To: Edderd who wrote (18)	6/6/1999 5:52:00 PM
From: wily	Respond to of 95

I'm just curious as to the financial maneuverings so far regarding this technology. I haven't seen the prospectus. Estancia bought all rights to the technology from Lienau for an unknown (to me) amount. Then Estancia sold about half the rights to Pageant for what -- 32MM shares of the company's stock? Can anyone tell me what the story is here? When was the public offering, who underwrote it, how many shares were offered and for how much? All these facts can lend clues as to what's going on but I see them nowhere discussed. Talking to management or Lienau or whoever is not going to yield much because you don't know what their interests and obligations are. Non-disclosure could very well have been part of the contract when the technology was sold. At $150-250MM market cap someone has made a lot of money already and I'd like to know who. The investment in the technology since Lienau sold it has been miniscule compared to its market cap now. Where is the added value? Was Lienau that stupid to let go for 10-20% or did he just not care? Or are the dupes the people paying the current price for the stock? Why was the technology sold to Estancia rather than Intel or whoever? Who is Estancia? Lots of questions before I let go of my money. BTW the SEC form that I referred to in my prvious post is a 20-F and this is the SEC definition of the form: 20-F This is an integrated form used both as a registration statement for purposes of registering securities of qualified foreign private issuers under Section 12 or as an annual report under Section 13(a) or 15(d) of the '34 Act. I have seen BB companies sign significant agreements with major companies. Look at MKTY. They signed a joint venture with Detroit Edison as a BB and that's where they still are even though they've been making noises about a Nasdaq listing for quite a while. That's why their BB status is not so important to me and it makes me wonder why management stresses it (getting a Nasdaq listing) so much. Who is Estancia and how much did they pay for the patent? Did Lienau somehow keep a share of the patent for himself by getting Pageant shares? I'm trying to get at how the technology was valued at the time that Lienau sold it. w

To: Edderd who wrote (18)	6/6/1999 7:04:00 PM
From: wily	Read Replies (1) \| Respond to of 95

OK, I've taken another look at this (SEC) document. Pageant aquired 50% patent rights from Estancia, but they are both Tuks & Caicos Islands corporations, which leads me to believe that they were somehow related before-hand. Then there is this passage: >>On November 18, 1997, Mr. Lienau assigned his entire right, title and interest in the Patent and Patent Applications to Estancia Limited and on November 19, 1997, Estancia Limited assigned a nontransferable undivided 50% interest in the Patent and Patent Applications to Pageant International through Pageant International's parent company Ataraxia Corp. In addition to an undivided 50% interest in the Patent and Patent Applications, Pageant International has been granted an exclusive worldwide license to develop the MAGRAM(TM) technology and manufacture and sell the related products. The License was granted by Estancia Limited to Pageant International's parent company Ataraxia Corp. pursuant to an agreement dated September 17, 1997 among Ataraxia Corp., Estancia Limited and Richard M. Lienau (the "License Agreement"), which Ataraxia Corp. assigned to Pageant International on October 22, 1997. The License Agreement also provides that Estancia Limited and Richard Lienau will grant to Pageant International a right of first refusal to acquire rights in respect of any patent improvements or new technology or application developed or under the control of Estancia Limited or Richard Lienau relating to any invention, technology, application or product which may reasonably be regarded as similar to or competitive with the MAGRAM(TM) technology. From the stuff in bold you can see that Lienau still has his hand in it. My guess is that Estancia IS Lienau. What he has done is hired a management team -- Pageant, aka Micromem. Pageant gave Estancia 32MM common shares plus 1MM warrants for 50% of the patent rights. So, Lienau (Estancia) has approx. 50% of the patent rights plus a percentage of Pageant, depending on what the total outstanding shares grow to. Kind of complicated dealings. I'm getting dizzy. Of course this is conjecture, but I like to think it is logical. So Lienau has preserved quite a large piece of the pie for himself. I'm wondering how much there is for the University of Utah vis their owning all rights to any improvements they make, and what is in it for the owners of Micromem, who have given the first 32MM shares to Lienau (Estancia). w