Cardigan Capital Corp. Proposes Major Transaction.CALGARY, ALBERTA--(BUSINESS WIRE)--June 12, 1998--Cardigan Capital(Alberta Stock Exchange Alberta Stock Exchange See Canadian Venture Exchange (CDNX). :CCC CCC A very speculative grade assigned to a debt obligation by a rating agency. Such a rating indicates default or considerable doubt that interest will be paid or principal repaid. Also called Caa. .) Cardigan Capital Corp. ("Cardigan") is pleased to announce that the common shares of Cardigan will be listed and posted for trading on The Alberta Stock Exchange on June 15, 1998. Cardigan is also pleased to announce that it has entered into a letter agreement with Synertia Technology Capital Inc. (the "Vendor") to acquire 4,322,907 common shares (72.4 percent) in the capital of Icron Systems Inc. ("Icron"), a private Alberta issuer. Under this agreement, Cardigan has agreed to make an offer to acquire all of the issued and outstanding shares of Icron held by the Vendor by issuing common shares of Cardigan. Cardigan will acquire all of the issued and outstanding shares, options and debentures of Icron by issuing 5,972,001 common shares at a deemed price of $0.20 per share, 585,500 common share options of Cardigan with an exercise price of $0.20 per share and up to $500,000 convertible debentures Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. , convertible at a price of $0.40 per share. The parties to the proposed transaction are not dealing at arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other. . Icron is an information technology company located on Annasis Island near Vancouver, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography . It is in the business of manufacturing electronics components, including contract assembly, turnkey manufacturing and materials handling Materials handling The loading, moving, and unloading of materials. The hundreds of different ways of handling materials are generally classified according to the type of equipment used. , contract product design and development, and technology research and development. Icron proposes to market its services to electronics companies in the Vancouver Area and the Pacific Northwest. Zybotix Technology Services Inc., a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Icron, has just started up a new facility that includes a modern automated assembly line that places surface mounted technology components onto circuit boards. Icron currently has fifteen employees. Cardigan is a junior capital pool corporation. The acquisition of the shares of Icron is intended to constitute Cardigan's major transaction as contemplated in Alberta Securities Commission Rule 46-501 and Circular No. 7 of The Alberta Stock Exchange. As such, the transaction is subject to regulatory and minority shareholder approval. CONTACT: Cardigan Capital Corp. Mr. J. Kelly Edmison, 604/ 688-1511 604/ 681-7116 (FAX) |
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