Cormax Business Solutions Inc. Announces Definitive Share Exchange Agreement with Identification Technologies, Inc. and Reaches Conversion Agreement with Ingenuity Marketing - 2000 - Inc.Business Editors & High-Tech Writers CALGARY, Alberta--(BUSINESS WIRE)--Nov. 27, 2002 Cormax Business Solutions, Inc. (Cormax) (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CMXS) announced today that it intends to close a Share Exchange Agreement, previously approved by the Board of Cormax and the Board of Identification Technologies, Inc. (IDENTEX). Cormax is setting a special meeting of the shareholders of Cormax to consider and vote on the acquisition of IDENTEX. All shareholders of record as of November 26, 2002, will be entitled 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: to vote at the meeting. However, the voting procedure will be a formality formality, in chemistry: see chemical equilibrium; concentration. due to the fact that Peter Leeuwerke, President and Chairman of the Board of Cormax, holds a majority of the available votes and has given his consent to this acquisition. Mr. Leeuwerke stated, "Under the Utah Corporations Act, it is required that the shareholders of record of Cormax are given 10 days notice before Cormax and IDENTEX can close this agreement. I am fully confident that this agreement will close because I have 70% of the voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. in Cormax and I will vote in favor of closing." Under this agreement Cormax will issue 1,000,000 shares of its Series B Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. to the IDENTEX shareholders in exchange for all of the issued and outstanding shares of IDENTEX. The 1,000,000 shares of Series B Preferred Stock are convertible into 178,000,000 common shares of Cormax. Upon closing, IDENTEX shareholders have agreed to convert their preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. into common shares. In addition, Ingenuity Marketing (2000) Inc. (Ingenuity), which holds 1,000,000 preferred Series A shares, which are convertible into 200,000,000 common shares of Cormax, has agreed to convert sufficient preferred shares so that it will hold 178,000,000 common shares. The balance of the preferred shares will be returned to treasury. Ingenuity is wholly owned by Peter Leeuwerke. Both IDENTEX and Ingenuity shareholders have agreed that their preferred shares will be converted into restricted shares subject to rule 144 resale restrictions. Further, both have agreed that these shares will not be included in any registration of shares in the coming year. Mr. Leeuwerke said, "The IDENTEX shareholders and I have now demonstrated that we intend to hold shares for the long term. With the closing of this agreement, Cormax will be able to move ahead rapidly with our Asset Protection and Brand Authentication (1) Verifying the integrity of a transmitted message. See message integrity, e-mail authentication and MAC. (2) Verifying the identity of a user logging into a network. business. We believe that the IDENTEX business has enormous potential. I will provide a news announcement shortly informing Cormax's shareholders about our immediate and ongoing restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). and business development accomplishments." About IDENTEX IDENTEX manufactures and sells proprietary security products for Asset Protection and Brand Authentication markets. These combined markets offer IDENTEX substantial growth possibilities in Canada and throughout the rest of the world. IDENTEX currently operates from coast to coast in Canada and, with the investment stemming from its pending agreement with Cormax, will expand its services into the US. The Company is reviewing key alliance and acquisition opportunities to help it fast track growth and profitability. This press release contains forward-looking information within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of CMXS to be materially different from the statements made herein. In particular there is no assurance that CMXS will consummate To carry into completion; to fulfill; to accomplish. A Common-Law Marriage is consummated when the parties live in a manner intended to bring about public recognition of their relationship as Husband and Wife. the acquisition of IDENTEX on terms beneficial to CMXS or at all. |
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