Coretec Multimedia Inc. Announces Change of Name to "Totally Hip Software Inc."-Completes Take Over Bid And Private Placement.VANCOUVER, B.C.--(BUSINESS WIRE)--NOV. 21, 1995--TOTALLY HIP SOFTWARE (Alberta Stock Exchange Alberta Stock Exchange See Canadian Venture Exchange (CDNX). :CTA An abbreviation for cum testamento annexo, Latin for "with the will annexed." ) THE CORPORATION AND CERTAIN OF THE SHAREHOLDERS ANNOUNCE A CHANGE OF CONTROL OF THE CORPORATION PURSUANT TO SECTION 141 OF THE SECURITIES ACT (ALBERTA) TOTALLY HIP SOFTWARE INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. ., (the "Corporation"), junior capital pool corporation, announces that it has changed its name to "Totally Hip Software Inc." It is anticipated that the corporation will receive a new trading symbol Trading symbol See: Ticker symbol in connection with the name change. A further press release announcing the new trading symbol is expected to be issued by the end of November 1995. It is also anticipated that, subject to final approval of The Alberta Stock Exchange (the "ASE (Adaptive Server Enterprise) A relational DBMS from Sybase that runs on Windows NT/2000, Linux and a variety of Unix platforms. ASE is a comprehensive and robust data management product with a long history dating back to the late 1980s. ") in respect of the Corporation's Major Transaction, the Corporation will move from the junior capital pool board to the regular board of the ASE. MAJOR TRANSACTION AND PRIVATE PLACEMENT The corporation has today closed its Major Transaction which closed in escrow Nov. 20, 1995. The Major Transaction included an offer to purchase made pursuant to a securities exchange take-over bid circular, whereby it acquired all of the issued and outstanding securities in the capital of Totally Hip Software Inc. ("THS THS True Hollywood Story (docudrama TV series) THS Thousand THS Thesaurus (File Name Extension) THS Trinity High School (Morgantown, West Virginia) "), a private 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 company. In consideration for the THS securities, the Corporation has issued 9,768,800 common shares at a deemed price of $0.25 per share and granted 7,650 stock options exercisable at $0.25 per share, being the market price at the time of the initial announcement of the take-over bid circular. An aggregate of 7,400,000 of the 9,768,800 common shares issued in connection with the take-over bid circular are subject to an escrow agreement Escrow Agreement A certificate provided by an approved bank that guarantees the indicated securities are deposited at that particular bank. Notes: For example, an investor who writes a call option and can present an escrow agreement is considered covered. and will be releasable on the basis of a combination of time and financial performance of the Corporation. Consequently, THS, a recently formed multimedia software company carrying on business carrying on business n. pursuing a particular occupation on a continuous and substantial basis. There need not be a physical or visible business "entity" as such. in Vancouver, British Columbia is now 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 the Corporation. The corporation also announces that it has closed a private placement of 525,000 common shares which was conducted as part of the Major Transaction. The private placement shares were issued at $0.80 per share (being, the trading price Trading price The price at which a security is currently selling. of the corporation's shares at the time the price was reserved) for gross aggregate consideration of $420,000. All investors pursuant to the private placement were 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. to the corporation and were off- shore subscribers. In addition, in conjunction with the above transactions, a share purchase agreement has closed pursuant to which five of the six founding shareholders of the Corporation have conveyed and aggregate of 700,000 of their total 990,000 common shares in the capital of the Corporation to Messrs. Randall McCallum, Rajiv Aggarwal, Selwyn Wan, Steve Israelson, Benny Au-Young, Christopher Large, David Csumrik and Thompson McKie. The purchase price pursuant to the share purchase agreement was $0.14 per share. The purpose of this transaction was to solidify the change of control of the corporation, such that it was controlled by the founders of THS. All of the 700,000 common shares sold pursuant to the share purchase agreement and all of the 290,000 common shares which continue to be held by the founding shareholders of the Corporation are subject to an escrow agreement and are releasable as to one- third on each of the first, second and third anniversaries of the Major Transaction of the Corporation. After giving effect to the Major Transaction, the private placement and the share purchase agreement, the Corporation has issued and outstanding 12,393,800 common shares and 765,000 stock options. A total of 8,451,767 common shares are currently held in escrow on the terms described above. The corporation anticipates granting further stock options from time to time as new employees are retained. The board of directors of the corporation now consists of the following individuals, the backgrounds of which have been previously announced: Randall H. McCallum, Vancouver, British Columbia, Rajiv K. Aggarwal, Vancouver, British Columbia, David G. Csumrik, Campbell River, British Columbia Campbell River is a city in British Columbia on the east coast of Vancouver Island at the south end of Discovery Passage. Campbell River claims a population (2006 census) of 29,572 and has long been known as the salmon capital of the world. , Thompson J. McKie, Cobble Hill, British Columbia Cobble Hill is a small community on Vancouver Island, British Columbia (BC), Canada. It is located approximately 45 km north of Victoria in the Cowichan Valley Regional District, and is known for its agricultural surroundings, and for Cobble Hill Mountain itself, which rises above , and M. Scott Ratushny, Calgary, Alberta CHANGE OF CONTROL The corporation and each of Mr. Randall H. McCallum, chairman and 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. of THS, Mr. Rajiv K. Aggarwal, president of THS and Messrs. Selwyn Wan, Steve Israelson, Benny Au-Young and Christopher Large, all of whom are key employees of THS make the following announcement. As a consequence of all of the above described transactions, control of the corporation has changed. 3948 Investments Ltd., a company controlled by Mr. McCallum holds an aggregate of 2,079,100 (16.8 percent) of the total outstanding common shares of the Corporation and Mr. McCallum personally holds a stock option to acquire an additional 130,000 shares. Mr. Aggarwal, now owns an aggregate of 1,919,000 (15.5 percent) of the total outstanding common shares of the Corporation and holds a stock option to acquire an additional 130,000 shares. In addition, Mr. Aggarwal's spouse, Ms. Abha Aggarwal holds 56,000 common shares and an option to acquire 25,000 common shares. Mr. Wan, now owns an aggregate of 1,326,000 (10.7 percent) of the total outstanding common shares of the Corporation and holds a stock option to acquire an additional 70,000 shares. Mr. Israelson, now owns an aggregate of 1,299,000 (10.5 percent) of the total outstanding common shares of the Corporation and holds a stock option to acquire an additional 70,000 shares. Messrs. Au-Young and Large, each acquired 740,000 (6.0 percent) of the common shares and hold stock options to acquire 50,000 shares each. Other directors and officers of THS hold an aggregate of approximately 194,500 shares and 165,000 stock options. Directors, officers and key employees of THS hold approximately 65 percent of the outstanding shares. None of the above parties have any intention in the foreseeable future to increase their respective beneficial ownership, control or direction over the securities of the corporation. THS develops, OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and licenses, markets and supports an open-ended, platform independent multimedia authoring technology and platform independent media player software currently being developed for Macintosh 68K, Macintosh PowerPC, Windows 3.1, Windows 95 and Windows NT platforms. Other media player platforms will be made available in 1996. This new Internet savvy software technology will be licensed on a non-exclusive source code basis to OEMs VARs, large multimedia entertainment development companies, media conglomerates, and online service providers. It allows licensees to develop and offer platform independent multimedia products and services for delivery on CD-ROM CD-ROM: see compact disc. CD-ROM in full compact disc read-only memory Type of computer storage medium that is read optically (e.g., by a laser). , as well as delivery of dynamic multimedia content over the World Wide Web (WWW WWW or W3: see World Wide Web. (World Wide Web) The common host name for a Web server. The "www-dot" prefix on Web addresses is widely used to provide a recognizable way of identifying a Web site. ). The THS media player software supports Netscape Communication Inc.'s popular Netscape Navigator 2.0 web browsing software using the plug-in extension architecture. When used in combination with Netscape Navigator 2.0 compatible web browsing software, the THS media player software allows users to interactively view and browse dynamic multimedia web pages on the WWW. Approved on behalf of the board of directors of the corporation by Mr. Randall H. McCallum, director. Approved by Messrs. McCallum, Aggarwal, Wan, Au-Young, Israelson and Large on their own behalf. -0- THE ALBERTA STOCK EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED ON THE CONTENTS OF THIS PRESS RELEASE. CONTACT: Lyle Armour or Randall H. McCallum 604/685-6525 604/685-4057 (FAX) |
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