Ameridian Obtains Rights To Acquire 51% Of Interactive Innovations Inc.Business Editors VANCOUVER, B.C.--(BUSINESS WIRE)--Sept. 21, 2000 Global Securities Appointed Sponsor for Change of Business Application and CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $2.2 million Brokered Private Placement Financing for the Company Following the halt of trading of the Company's shares related to the proposed Change of Business, Ameridian (CDNX CDNX See Canadian Venture Exchange (CDNX). :AMV AMV Anime Music Video AMV Avian Myeloblastosis Virus AMV Alfalfa Mosaic Virus AMV Army Motor Vehicle AMV Assisted Mechanical Ventilation AMV Armored Maintenance Vehicle AMV Accredited Meter Verifier AMV Annulus Master Valve .) is pleased to expand on its News Release dated September 7, 2000. Pursuant to a Joint Memorandum of Understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment. ("MOU (Minutes Of Usage) A metric used to compute billing and/or statistics for telephone calls or other network use. ") between DataPower USA, Inc., ("DataPower") Ameridian Ventures, Inc., ("AMV or the Company") and Interactive Innovations Inc., ("Interactive") dated September 7, 2000, terms have been agreed to whereby the Company has the right to acquire up to 51% of Interactive. Interactive is a Kansas based development stage company incorporated in 1998 with no earnings to date. The unaudited financial statements dated 12/31/1999 and 6/30/2000 record that the company has expended approximately US $500,000 to date on the development of I-STARS (Internet Strategic Advertising Response System), its' proprietary ad - serving system. I-STARS displays advertisements to internet users based upon their search of destinations anywhere on the Internet. Consumers are incentivized to download I-STARS with FREE software offerings. Ads are triggered from keywords, web site addresses, or personal events stored in the consumer's personal information manager. Sponsor offerings are delivered through this "Exact Time Marketing" system in front of any search engine, URL URL in full Uniform Resource Locator Address of a resource on the Internet. The resource can be any type of file stored on a server, such as a Web page, a text file, a graphics file, or an application program. and the entire Internet. In 1998, Interactive applied for methodology patents on this technology. The founder of Interactive is Karl Zetmeir, a resident of Kansas City. At present, he is Chairman, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. and the controlling shareholder with approximately 98% of the issued capital of the company. Mr. Zetmeir has had extensive background in the Direct Marketing industry. He was the founder of Words & Data, a direct mail advertising and production company which was selected for inclusion on the INC 500 listing in 1984, as one of the fastest growing privately held U.S. companies. Mr. Zetmeir was the originator of sheet-fed laser imaging for the direct mail industry, the inventor of using unique barcodes to track advertising responses U.S. Patent 4,752,675 and the developer of Psycho-Flex, a household psychographic In the field of marketing, demographics, opinion research, and social research in general, psychographic variables are any attributes relating to personality, values, attitudes, interests, or lifestyles. They are also called IAO variables (for Interests, Attitudes, and Opinions). profiling system. Prior to that Mr. Zetmeir was an account executive with IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) in the USA. At present, the management team at Interactive include: Jeff Emmel, Sr. VP and CTO (Chief Technical Officer) The executive responsible for the technical direction of an organization. See CIO and salary survey. , and a Director. Mr. Emmel holds a BSME BSME Bachelor of Science in Mechanical Engineering BSME British Schools of the Middle East (UK) BSME Business Systems Modernization Executive BSME Breeder Reactor Structural Materials (Irradiation) Experiment from Penn State, an MBA MBA abbr. Master of Business Administration Noun 1. MBA - a master's degree in business Master in Business, Master in Business Administration from Loyola University and an MS CIM (1) (Computer-Integrated Manufacturing) Integrating office/accounting functions with automated factory systems. Point of sale, billing, machine tool scheduling and supply ordering are part of CIM. from Brigham Young University Brigham Young University, at Provo, Utah; Latter-Day Saints; coeducational; opened as an academy in 1875 and became a university in 1903. It is noted for its law and business schools. . Mr. Emmel is presently the President of Clearwave Communications, Inc., and was a former product manager for Hewlett Packard. He is the inventor of buffered modems, the author of client computer telephony software, and the co-copyright holder on Interactive's I-STAR software. Charles Ragsdell, Developer of Server-side Technology. Mr. Ragsdell has extensive experience in building large marketing database applications and is the President of The Futurity Group. Jim McNamara, VP, Business Development. Mr. McNamara has extensive experience in developing Internet strategies, website architecture and advertising opportunities and was most recently a VP of Harte Hanks Interactive. The major terms of the MOU include : - payment of US$ 2,500,000 for a 51% equity position to be satisfied by the issuance of Interactive treasury shares with US $ 1,000,000 on or before November 30, 2000 and the balance by March 31, 2001. - a non-refundable payment of $150,000 of which $50,000 has been paid to date and a five-year employment agreement with Karl Zetmeir, founder of the company. - that DataPower, which currently holds the option with Interactive, will have a further option to purchase the balance of Interactive's 49% share position at March 31, 2006 or such other date mutually agreed to by the parties, at a price to be determined by an agreed upon recognized business evaluator who has recent experience in the valuation of advertisement delivery systems. - that DataPower receives a finders fee payable in AMV shares and be reimbursed all expenses connected to the transaction to date. Completion of the transaction is subject to a number of conditions, including but not limited to, finalization of definitive agreements, Exchange acceptance and disinterested 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. Assuming completion of the transaction, the Company intends to join the Technology Sector with Interactive, as a majority owned subsidiary. The Board of Directors of AMV at that time are expected to be: Neil Yingling, Chairman Founder and chairman of several U.S. private companies, Mr. Yingling has served as President of Ameridian International Inc., a private engineering and high technology systems development company from 1976 to present. On a concurrent basis he was CEO of corporate entities involving computer science, systems analysis, pharmaceutical and molecular research, advanced electronic systems development. He has owned companies involved in printing, publishing and entertainment sectors. A well-known technologist he has directed the Prime Trust Group, a consortium of private investors who participate and contribute to the success of companies actively engaged in mining, exploration, telecommunications and emerging high-technology ventures. His background includes the development of digital mapping techniques for the oil industry and subsurface multi-sensor resource modeling techniques for the exploration sector. Mr. Yingling previously served with the U.S. Air Force Strategic Air Command, Directorate of Intelligence and other government agencies. He has served on the national board of directors of the Society of Photographic Scientists and Engineers as well as the American Society of Photometry photometry (fōtŏm`ətrē), branch of physics dealing with the measurement of the intensity of a source of light, such as an electric lamp, and with the intensity of light such a source may cast on a surface area. and Remote Sensing. He has also held management positions or provided consulting services to several aerospace and defense related corporations. He maintains long-standing associations with numerous advanced technologies and manufacturing companies worldwide. Brian Harris, President Mr. Harris has over 25 years experience in international business development and in particular, the identification of new technologies. He is the founder of DataPower USA, Inc., and is actively involved in the telecommunications business sector. Mr. Harris was one of the founders of Best Available Seating Services (BASS), which is now known as Ticketmaster. He has expensive experience in the advertising industry and was founder of the Target Group Marketing Services group of companies, which became the largest selective sampling companies in Australia and South Africa under his leadership. He was a founder and Director of EFTech Ltd.; a public listed company in Australia that pioneered the introduction of Electronic Funds Transfer See EFT. (application, communications) electronic funds transfer - (EFT, EFTS, - system) Transfer of money initiated through electronic terminal, automated teller machine, computer, telephone, or magnetic tape. technologies. He held management positions with General Foods, London Life Insurance Company London Life Insurance Company is a Canadian life insurance company best known for its "Freedom 55" slogan, evocative of saving money to an extent that would allow one to retire at age 55. and Film Corporation of America. Mr. Harris holds a Bachelor of Commerce The Bachelor of Commerce is a bachelor's degree in business management, accounting and economic fields. The degree is also known as the Bachelor of Commerce and Administration (BCA). (Honors) degree from the University of Alberta. Harvey Lawson, MBA, BSc. Econ. Corporate Secretary, Director A former university principal lecturer, at the University of Singapore, Hong Kong Polytechnic, Warwick University and BC Institute of Technology, Mr. Lawson has taught various graduate and postgraduate financial management courses for fifteen years. Harvey brings strong analytical skills to bear in the continuing review and appraisal of company projects and venture opportunities. He has held securities and insurance licenses as a former financial planner Financial Planner A qualified investment professional who assists individuals and corporations meet their long-term financial objectives by analyzing the client's status and setting a program to achieve these goals. . Locke Goldsmith, M.Sc.,P.Eng.,P.Geo., Director Mr. Goldsmith is a senior independent consulting geologist, active in mining and exploration since 1958, who has discovered and evaluated numerous types of mineral deposits. He has production experience in gold, silver, copper, silver-lead-zinc, and uranium mines. Projects that he has generated, supervised or managed have been completed worldwide. He is registered with various Professional Engineering and Geological Associations, and is a member of several Professional societies. Kim Wayne Lem, Director Mr. Lem is currently Vice President of Care City.com. Prior to this, Mr. Lem was a Consultant to Advanced Wing Technologies and River Ranch Resort Corp. Over the last several years, Mr. Lem has provided both corporate management and corporate finance consulting services to private and public companies. Mr. Lem is a graduate of the University of British Columbia Locations Vancouver The Vancouver campus is located at Point Grey, a twenty-minute drive from downtown Vancouver. It is near several beaches and has views of the North Shore mountains. The 7. in Urban Land Economics and also holds a Diploma in Marketing Management from the British Columbia Institute of Technology In addition to the main Burnaby campus, it has a campus in downtown Vancouver, a marine campus in North Vancouver, an aerospace and technology campus in Richmond, the Great Northern Way Campus in Vancouver and a number of small satellite campuses. . Investors are cautioned that, except as disclosed in the Management Information Circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible 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 the Ameridian should be considered highly speculative. Further to an agreement signed July 20, 2000 and subject to completion of satisfactory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , Global Securities Corporation ("Global"), has agreed to act as sponsor to Ameridian in connection with the transaction. Ameridian has agreed to pay Global a fee of $22,500 in relation to the sponsorship services. 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 conjunction with the above, the Company is pleased to announce that Global has also agreed to a best efforts Brokered Private Placement financing of 4 million units at a price of $0.55 for a total of $2,200,000. One unit will consist of one share and one warrant, which will entitle the holder to purchase an additional share at $0.60 during the next twelve months. The funds will be used to complete the development of the I-STARS technology, marketing of the service and working capital. The Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX) has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. AMERIDIAN VENTURES INC. Per: "Brian Harris" Brian Harris President US OFFICES: 679 KENTONS RUN AVE. HENDERSON NEV NEV Nevada (old style US postal abbreviation) NEV Neighborhood Electric Vehicle NEV Nevis, Leeward Islands, Saint Kitts And Nevis (Airport Code) NEV Network Enhancement Vehicle NEV Network Event Viewer . 89052-2823 Forward-looking statements and comments in this press release are made pursuant to safe harbour provisions of the Securities Exchange Act of 1934. Such statements relating to , among other things the prospects for the Company to complete the transaction and enhance operating results, are necessarily subject to risks and uncertainties, some of which are significant in scope and nature. These risks may be further discussed in periodic reports and registration statements to be filed by the Company from time to time with the Securities and Exchange Commission in the future. |
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