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Bishop Resources is teaming up with British Ministry of Defence. This baby is gonna run. DERA, the Science Technology Agency of the UK Ministry of Defense, to hold an 18% interest in Bishop upon completion of Bishop's change of business -- Bishop to acquire 90% of NYSCo, a British software development company. VANCOUVER, British Columbia--(BUSINESS WIRE)--March 13, 2001-- -- NYSCo is licensed by DERA to commercialize proprietary data processing and programming software applications adapted from two military technologies. Bishop Resources Inc. (``Bishop''), listed on the Canadian Venture Exchange Inc. (``Exchange'') under the trading symbol ``BRI'', announced today the signing of a letter of agreement dated October 31, 2000 (the ``Agreement'') with The New York Software Company Limited (``NYSCo'') and DERA, an agency of the UK Ministry of Defense, establishing the terms for the acquisition of 90% of the issued and outstanding common shares of NYSCo and certain major revisions to an existing license agreement between DERA and NYSCo. Pursuant to the terms of the Agreement, Bishop has agreed to acquire 90% of the issued and outstanding common shares of NYSCo. The Agreement provides that Bishop will issue common shares from treasury in exchange for common shares of NYSCo, with the result that the current NYSCo shareholders will immediately upon closing, and prior to any additional equity financings by Bishop, own 10% of the then issued and outstanding common shares of Bishop. A value of $0.19 per share has been accorded to the Bishop common shares for the purpose of evaluating the proposed share exchange resulting in a purchase price of approximately $815,000. Additionally, NYSCo's shareholder will receive a 5% royalty on future NYSCo net after tax revenues. DERA is to receive a number of Bishop common shares, such that DERA will immediately upon closing, own 18% of the issued and outstanding common shares of Bishop. Furthermore, Bishop has agreed to an anti dilution makeup provision whereby DERA will continue to own 18%, regardless of any possible dilution because of future Bishop equity financings. This provision terminates upon Bishop completing an additional US$4 million in equity funding. The original agreement with DERA called for DERA to receive a 20% interest in Bishop. Bishop shares equal to 2% of the issued and outstanding shares of Bishop at closing will be now be issued to Tom Longshaw and Alan Goodman who are DERA employees responsible for the development of the Technology. It has been agreed that Messrs Longshaw and Goodman will be leaving DERA and joining NYSCo in senior management positions upon closing. The common shares to be issued to DERA, Longshaw and Goodman are in consideration for major adjustments being made to the existing license agreements between NYSCo and DERA, removing all limitations to application of the licensed technology and reduction in royalties from 20% to 5% of all future NYSCo net revenues arising from sales of licensed software product. The resulting value accorded Bishops issuance of a 20% interest is approximately $1,585,000. DERA has confirmed that a minimum of two million pounds sterling has been spent by DERA in developing the technologies currently exclusively licensed to NYSCo and which form the basis of NYSCo's planned commercial development program. Accordingly, Bishop believes that its anticipated issuance of 13 million common shares, more or less, at a deemed value of $0.19 per share is both reasonable and prudent. DERA (Defence Evaluation and Research Agency) is an agency of the UK Ministry of Defense, incorporating the bulk of the UK Ministry of Defense's non-nuclear research, technology and test and evaluation establishments. DERA is one of Europe's largest research organizations with a turnover of approximately one billion pounds sterling. DERA offers a unique range of services, from the highest level of operational studies and analysis, through the various categories of basic and applied research, to consulting advice on the procurement process and the test and evaluation of specific equipment in both the development phase and during actual operations. NYSCo is exclusively engaged in the development of business intelligence software. NYSCo, under an existing licensing agreement with DERA, has exclusive exploitation, development and commercialization rights to two proprietary military software technologies. NYSCo is adapting the DERA technologies for global commercial applications. NYSCo's management believes that its products have the potential to revolutionize the information processing and programming software markets. NYSCo was founded by its current owner Andrew Kingsley and was registered under the Laws of England in June, 1997. Prior to forming NYSCo, Mr. Kingsley worked in the Information Technology industry for 20 years and was employed first by IBM and latterly by Hewlett-Packard (HP). During his employment at HP, Mr. Kingsley started as a marketing executive and he eventually achieved the position of business development manager in their European industry-marketing group. NYSCo's first product will compete in the estimated $10 billion segment for data processing and business intelligence software. The Business Intelligence market is currently dominated by relational database technology. Such technology has proved to be excellent for analyzing discreet sets of stored records. As such it works effectively for conventional business data. However, the Internet has introduced a new and significant information problem. The Internet is currently oriented to streams of information rather than record sets, for which the relational database is not an effective solution. Called ``Decision Express'' (``DEX''), the software has its roots in military simulation and reconnaissance applications and as such is especially capable in dealing with stream data in a unique and powerful way. In DERA's opinion, the DERA software technology, code-named Tomahawk and Plumber, offers the fastest, most flexible queries possible on large volumes of data. In addition it provides a method of intuitive programming for people who do not have programming skills. DEX is expected to bring a complete and comprehensive capability to small, medium and large corporations giving them the ability to interpret data, build models, make decisions, query data, test assumptions or make and maintain plans. This is completely achievable without the requirement for prior programming experience or professional programming services. A finder's fee of approximately 800,000 Bishop common shares will be payable on closing to The Coach House Group UK Ltd. The Coach House Group is a corporation controlled by Group Captain, Michael J. Cunningham OBE M.Phil (Cantab) (RAF Ret.) The Coach House Group UK and Mr. Cunningham are both UK residents and are at arm's length to Bishop and NYSCo. Following completion of the transaction, Mr. Michael Cunningham will become Chairman and director of Bishop. Mr. Cunningham joined the Royal Air Force in 1965 following two years in management in the Pulp and Paper Industry. Married with three children, he was honoured by the Queen with the award of the MBE in 1975 and the OBE in 1985 upon his retirement from the RAF. He has long been interested in international affairs and received a Masters Degree in International Relations from Cambridge University in 1985. He held a Directorship in British Aerospace from May 1989 to May 1993 and as well as Kafus Industries for a short period during July and August 2000. Mr. Cunningham acts as senior advisor to the UK Ministry of Defense, BAe Systems and other international defense contractors and governments. He recently was honoured with the Yuri Gagarin Medal for Services from the Russian Space Agency. Dr. Chris West, Head of the DERA Signal Processing and Imagery Department, Sensors and Electronics Division has agreed to his appointment as a director of Bishop following the completion of the transaction. Dr West graduated from Oxford University in 1977 with a ``double'' first class honours in Physics. In 1977, he joined the Clarendon Laboratory, Oxford to study the optical properties of transition metal ions in semiconductors following which he was awarded his D.Phil (and MA) in 1981. Dr West has a strong managerial and technical track record, having achieved national and international recognition in his specialized fields before entering technical and business management. RSRE Malvern recruited Dr West in October 1980 and since August 1992 Dr West has been the Head of the Signal Processing and Imagery Department. In 1999, Dr West played a key role in the successful team, which launched the first DERA Joint Venture: 20/20Speech. Dr. Tom Longshaw is currently a principal researcher at DERA. Mr. Longshaw took a first class honours degree in computer science from Newcastle University and has a PhD from the University of Manchester. Dr Longshaw was recruited by DERA in January 1993 and has worked in various areas including novel architectures for simulation, fuzzy logic, visual environments for the definition of simulation models as well as artificial intelligence techniques and genetic algorithms. Mr. Goodman has been a senior member of the DERA Project Management and Consultancy group, which is DERA's Centre of Excellence for all aspects of project management. Mr. Goodman graduated in engineering at Imperial College and spent his early career in new product design and development in a variety of industries and as a consultant with P A Technology, the technical wing of P A Consulting, one of the world's leading consultancies. In 1986, he co-founded Team Consulting (Team), a specialist technical consultancy of which he became managing director a year later. In 1992, he became a non-executive director at Team, and became Engineering Director at BWI Manesty, which provides real time computer controlled capital equipment to the pharmaceutical industry. In 1997 Mr. Goodman was recruited by DERA. Upon Bishop's acquisition of NYSCo the Board of Bishop will be increased with the addition of Mr. Mike Cunningham as Chairman and Mr. West, joining current directors Schwab, DeCristoforo and Ching. Bishop and NYSCo are currently recruiting senior operating officers and management with the industrial expertise required to complement the technical capabilities of Messer's Longshaw, Goodman and Kingsley. It is anticipated that new senior management will join the Boards of NYSCo and Bishop. Bishop is currently a resource-based development company. Upon completion of the transaction, Bishop will change its name to ``Bishop Technologies Inc.'' and focus on developing NYSCo and its ``Decision Express'' products. Bishop has served notice of the termination of the Option Agreement dated January 24, 1997 between Falconbridge Limited and Bishop Resources Inc. and Arne O. Birkeland and Arnex Resources Ltd. In accordance with the terms of that option agreement, the property has been returned with six months assessment in good standing. Bishop has advanced funds to Arnex Resources Inc. to complete reclamation work on the site and to re-stake surrounding claims sold previously. Bishop has also filed notice of work to complete reclamation at its mine site near Gordon Lake, NWT. Wolverton Securities Ltd. (``Wolverton''), subject to completion of satisfactory due diligence, has agreed to act as sponsor to Bishop in connection with the proposed transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. In consideration of its services, Wolverton has received a retainer of $11,000 to offset its expenses in connection with the proposed transaction and, upon successful delivery of a final sponsors' report to the Exchange, a fee of $10,000 in cash and 80,000 common shares of Bishop. Completion of the transaction is subject to a number of conditions including but not limited to, Exchange acceptance and disinterested shareholder approval. Additionally, 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 Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Bishop should be considered highly speculative. Special Note Regarding Forward-Looking Information: This press release (as well as information included in oral statements or other written statements made or to be made by Bishop Resources Inc) contains statements that constitute ``forward-looking statements'' within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that express or involve discussions with respect to predictions, business strategy, budgets, development opportunities or projects, the expected timing of transactions or other expectations, beliefs, plans, objectives, assumptions or future events or performance are not statements of historical fact and may be ``forward-looking statements.'' Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of known and unknown risks and uncertainties which could cause actual results or events to differ materially from those anticipated by the Company. www.bishopresources.com. The Canadian Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved of the contents of this press release. -------------------------------------------------------------------------------- Contact: Bishop Resources Inc. North America Office Mr. Andy Schwab, 604/903-2058 Mobile - 604/803-8600 MalcolmBell@telus.net or Bishop Resources Inc. European Office Mr. Andrew Wright, (44) (0) 1908612818 Mobile - (44) (0) 7771 787208 Andrew@sherington.demon.co.uk | ||||||||||||
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