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Contiki Resources Ltd. Announces Corporate Update.


VANCOUVER, British Columbia--(BUSINESS WIRE)--July 22, 1999--

Further to the Company's news releases dated May 5, June 3, June 4 and July 6, 1999 regarding its proposed acquisition of all the shares of Alternative Card Company Ltd. ("ACC See adaptive cruise control. "), the Company is pleased to announce it has made application for the resumption RESUMPTION. To reassume; to promise again; as, the resumption of payment of specie by the banks is general. It also signifies to take things back; as the government has resumed the possession of all the lands which have not been paid for according to the requisitions of the law, and the  of trading of its shares on 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).
.

To summarize sum·ma·rize  
intr. & tr.v. sum·ma·rized, sum·ma·riz·ing, sum·ma·riz·es
To make a summary or make a summary of.



sum
 the transaction, the Company has agreed to acquire all of the share capital of ACC, which is a UK company that has all necessary British government permits and licences to undertake pooled betting on the Carling car·ling  
n.
One of the short timbers running fore and aft that connect the transverse beams supporting the deck of a ship.



[Middle English, from Old French calingue and from Old Norse
 F.A. Premier league soccer matches through the Internet Internet

Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the
. ACC is running final testing of its website, and is preparing to launch its business later this month in advance of the start of the 1999/2000 Premier league season in August.

The acquisition of ACC constitutes a change of business under V.S.E. policies, invoking the requirement for sponsorship by a member of the Exchange and shareholder approval. The Company has engaged Golden Capital Securities Ltd. ("Golden") as its sponsor, and Golden has engaged Evans & Evans, Inc. to prepare the independent assessment pursuant to Local Policy 3-17. The Company has agreed to pay Golden a sponsorship fee of $34,500, payable by the delivery of 65,000 shares of the Company at a deemed price of $0.30 per share upon resumption of trading of the Company's shares, and $15,000 in cash upon closing of the acquisition of ACC. In addition, the Company will be required to pay all of Golden's costs, including an estimated $12,000 for the assessment report and $11,000 for its legal counsel.

Acquisition of ACC

To acquire ACC, the Company has agreed with the shareholders of ACC to:

1) issue to them an aggregate of 3,750,000 performance shares in the capital of the Company, to be earned out principally on the basis of one share for every $0.25 of net cash flow generated by ACC;

2) have available for advancement to ACC at least $350,000 for its use as to $50,000 for past costs incurred, and up to $300,000 for the development, launching and marketing of ACC's GoldenGoals.com website for the first few months of operations.

ACC is owned as to 30 percent by each of Simon Davison and Paul Davison, 20 percent by Alexander Mohr, and 10 percent by each of Murray Black and TKO Ltd. (a UK company beneficially owned by Simon Shakeshaft Simon "Shakey" Shakeshaft (born Simon Andrew Shakeshaft on 25th February 1965 in South Wales, United Kingdom) is a former physiotherapist, working for 15 years in the Football League for Hereford United, Exeter City and Shrewsbury Town as well as the English FA, the Football ). The five existing ACC shareholders will hold an aggregate 3,750,000 performance common shares of the Company, representing 25.87 percent of the then issued and outstanding shares of the Company.

In addition to the foregoing, the Company has agreed to:

3) grant to Messrs. Davison, Mohr and Davison a royalty calculated as 7 percent of gross revenues earned by ACC, from which will be deducted de·duct  
v. de·duct·ed, de·duct·ing, de·ducts

v.tr.
1. To take away (a quantity) from another; subtract.

2. To derive by deduction; deduce.

v.intr.
 all general administrative expenses of ACC, including their salaries in consideration of their agreeing to remain and operate ACC's business;

4) appoint Simon Davison, a principal shareholder and director of ACC, to the board of directors of the Company; and

5) grant stock options to Simon Davison to purchase up to a total of 400,000 shares of the Company, exercisable for a period of five years at $0.30 per share. These options will be granted only upon successful closing of the company's acquisition of ACC; and will be exercisable (subject to VSE See DOS/VSE.

VSE - Virtual Storage Extended
 approval) as to 25 percent on such closing, 25 percent upon the first transaction occurring on the GoldenGoals.com website, 25 percent following three months thereafter, and the remaining 25 percent following nine months thereafter.

Financing

To meet its financial obligations the Company has closed on its previously announced non-brokered private placement of 1,666,667 units at $0.30 per unit, for total proceeds of $500,000.

From these gross proceeds, the Company has advanced a total of $100,000 to ACC. The balance is being retained by the Company pending final V.S.E. and shareholder approvals to the acquisition of ACC. Each unit consists of one share and one-half of one non-transferable share purchase warrant, each whole warrant entitling the holder thereof to purchase one additional common share at a price of $0.75 per share at any time on or before December 17, 1999. The shares, and any shares realized upon exercise of any warrants are subject to a four month hold period expiring ex·pire  
v. ex·pired, ex·pir·ing, ex·pires

v.intr.
1. To come to an end; terminate: My membership in the club has expired.

2.
 October 17, 1999. No finder's fees Finder's fee

A fee a person or company charges for service as an intermediary in a transaction.


finder's fee

The charge levied by a person or firm for putting together a deal.
 or commissions were paid in connection with the financing.

Business of ACC

ACC has been established to conduct pooled betting on English premier league soccer matches through ACC's Internet website, GoldenGoals.com.

Interested participants, who first complete an online registration form (to ensure legal age, etc.) will be eligible to wager, each week, on seven upcoming preselected F.A. Carling Premier League soccer matches. For a (pounds sterling) 2 wager, participants predict exact full-time final scores for each of the seven matches, all to be played within the same week. The game schedule will be listed on the GoldenGoals.com website the week preceding the matches. Participants can make as many o2 wagers WAGERS. A wager is a bet a contract by which two parties or more agree that a certain sum of money, or other thing, shall be paid or delivered to one of them, on the happening or not happening of an uncertain event.
     2. The law does not prohibit all wagers.
 as desired, through a charge to their credit card. The weekly pool will be determined as 12.5 percent of the total proceeds wagered, and in the event a participant correctly predicts the scores of all seven games, there will be a one- time minimum pool of (pounds sterling) 1,000,000. ACC has arranged for insurance coverage to guarantee that the one-time (pounds sterling) 1,000,000 prize pool will be available.

ACC has a Pool Betting Permit from the British Customs and Excise Customs and Excise n (BRIT) → Aduanas fpl y Arbitrios

Customs and Excise n (Brit) → administration f des douanes

 Taxation authority, which allows for the operation of a pooled betting business, provided ACC pays a duty to the government equal to 17.5 percent of gross wagers received, and provided ACC receives a licence to operate such pooled betting business in the local jurisdiction in which it carries on such business. ACC has received approval to its application for Registration as a Pool Promoter in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with the Betting, Gaming & Lotteries United Kingdom
  • National Lottery
Barbados
  • Barbados lottery
Canada
  • Atlantic Lottery Corporation
  • British Columbia Lottery Corporation
  • Loto-Québec
  • Ontario Lottery and Gaming Corporation
 Act, 1963 (England) from the Royal Borough of Windsor & Maidenhead Maidenhead, city (1991 pop. 59,809), Windsor and Maidenhead, S central England, on the Thames River. It is a residential town with brewing and milling industries as well as a resort. The 13th-century stone bridge was rebuilt in the 1770s.  council and licensing panel, effective for one year from April 16, 1999, subject to annual renewal. These permits and registrations are all that is required for ACC to begin to operate its pooled betting business. ACC has engaged an independent firm of UK accountants, Varney Barfield & Co. Ltd. to undertake the actual receipt and payment of all funds (including payment to the British government, pooled winnings, and insurance fees), and ACC will engage an independent firm of auditors to monitor all activities and payments. Pursuant to the Betting, Gaming & Lotteries Act, 1963 the British government will appoint its own independent firm of auditors to review weekly the operations of ACC. ACC also has a non-exclusive licence from the Football Association Premier League ("FAPL FAPL Football Association Premier League (UK)
FAPL Freedom Alliance Party of Liberia
FAPL Florida Association of Professional Lobbyists
FAPL Fire Alarm Panel, Local
FAPL Financial Assistance Policy Letter
FAPL Farnworth Area Pool League
") for use of its schedule, and use of certain FAPL logos.

ACC is a start-up venture with no proven history of performance or earnings. Its operations are scheduled to begin later this month in anticipation of the start of the 1999 premier league season. There remain a number of agreements and elements of ACC's business which must be finalized See finalization.  prior to the commencement of operations, including insurance and credit card payment systems. There is no guarantee all such matters will be finalized in an acceptable manner or at all, the lack of any of which may delay the launch of ACC's business. ACC's business plan calls for an initial test marketing campaign costing $100,000, and twelve month marketing expenses of at least $5,000,000. The Company intends to raise funds for this marketing campaign through future private or public offerings.

Finder's Fee

The finder's fee payable in connection with the acquisition of ACC is 295,833 common shares of the Company payable to Wasco Management Inc., which shares will be subject to the same escrow escrow

Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition.
 and performance criteria as those issued to the ACC shareholders. Wasco Management Inc. is controlled by Kathleen Mitchell, the secretary of the Company.

Approvals Required

The acquisition of ACC is conditional upon receipt of VSE approval. At the Company's extraordinary general meeting held July 16, 1999, shareholders approved the terms of the acquisition and any change of control which may result therefrom there·from  
adv.
From that place, time, or thing.

Adv. 1. therefrom - from that circumstance or source; "atomic formulas and all compounds thence constructible"- W.V.
. The Company has cleared the Pre-Assessment Stage of Exchange review, and is in the process of completing documentation for submission for Exchange approval. Notwithstanding that notwithstanding; although.

See also: Notwithstanding
 the Company's stock will resume trading prior to receipt of Exchange approval, there is a risk that the transaction may not be accepted by the VSE, or that the terms of the transaction may change materially prior to such acceptance.

ON BEHALF OF THE BOARD OF DIRECTORS

D. Neil Briggs, Director

No Stock Exchange Has Approved or Disapproved The Information Contained Herein.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jul 22, 1999
Words:1484
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