Computrex Centres Ltd. Announces Memorandum of Agreement.VANCOUVER, British Columbia--(BUSINESS WIRE)--Aug. 27, 1996--COMPUTREX CENTRES LTD LTD 1 Laron-type dwarfism 2 Leukotriene D 3 Long-term depression, see there 4. Long-term disability . (VSE See DOS/VSE. VSE - Virtual Storage Extended :CXC CXC Chandra X-Ray Center CXC Caribbean Examinations Council CXC Courage Crew ) The Company wishes to announce that the terms of a Memorandum of Agreement A memorandum of agreement (MOA) or cooperative agreement is a document written between parties to cooperatively work together on an agreed upon project or meet an agreed upon objective. The purpose of an MOA is to have a written understanding of the agreement between parties. have been agreed to between G.M. (Mart) Kernahan and John Kernahan, directors of the Company (the "Selling Group Selling Group All financial institutions involved in selling or marketing a new issue of debt or equity but not necessarily participating in the underwriting consortium. Notes: "), on the one hand and Anthony Athaide, 523341 B.C. Ltd. (beneficial shareholder - Allen Schwabe), 519647 B.C. Ltd. (beneficial shareholder - William Friesen) and 520050 B.C. Ltd. (beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial - Leslie Fennern) (the "Purchasing Group"), on the other, whereby the Purchasing Group will acquire from the Selling Group 2,000,000 shares in the capital of the Company. 519647 B.C. Ltd. will acquire an additional 150,000 shares of the Company, at $0.17 per share, such shares having been acquired by the Selling Group as a result of the exercise of certain Share Purchase Warrants attaching to a previously completed private placement of the Company. Shareholder approval to the Purchase and Sale will be sought at the Company's 1996 Annual General Meeting, which is scheduled to be held on September 27, 1996. The Company wishes to announce further that it will, subject to receipt of Regulatory approval, "close" the following transactions: 1. PRIVATE PLACEMENT The offering, by way of Private Placement, of up to 2,000,000 Special Warrants of the Company, at $0.15 per Special Warrant. The Private Placement will be brokered by Canaccord Capital Corporation ("Canaccord"). Each Special Warrant will entitle en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: the holder to receive, without additional payment, one (1) unit (a "Unit"). Each Unit will be comprised of one (1) common share of the Company and one (1) Share Purchase Warrant (a "Warrant"). Each Warrant will be exercisable for a two (2) year period, at $0.15 per Warrant during the first year and at $0.25 during the second year. Canaccord will be paid a commission of 7 percent of the offering, payable in Special Warrants, at $0.15 per Special Warrant. The Company will use its best efforts to obtain a receipt for a Prospectus in 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 , qualifying the issuance of the Units upon exercise of the Special Warrants, as soon as possible, and in any event, no later than 120 days from the "closing" of the Private Placement. 2. SHARES FOR DEBT The settlement by the Company of substantially all of its outstanding debt, (approximately $250,000.00), by the issuance of approximately 1,666,666 shares in the capital of the Company. 3. INCENTIVE STOCK OPTIONS The granting by the Company of Director and/or Employee Stock Options, to a maximum of 10 percent of the Company's issued capital, for a two (2) year period at a price of $0.15 per share. Formal documentation will be prepared in due course. The above transactions are all made effective as of the later of October 15, 1996 and the date of receipt of applicable Regulatory and shareholder approval. ON BEHALF OF THE BOARD OF DIRECTORS OF COMPUTREX CENTRES LTD. John Kernahan Director -0- Note to Editors: The Vancouver Stock Exchange Vancouver Stock Exchange (VSE) A securities and options exchange in Vancouver, British Columbia, (Canada), specializing in venture capital companies. Vancouver Stock Exchange See Canadian Venture Exchange (CDNX). has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release. CONTACT: Computrex Centres Ltd. John Kernahan, 604/688-6306 800/545-7214 604/688-9519 (Fax) |
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