Corra Capital Corp. Signs Letter of Intent for Qualifying Transaction.Business Editors VANCOUVER, B.C.--(BUSINESS WIRE)--Jan. 30, 2001 Corra Capital Corp. (CDNX CDNX See Canadian Venture Exchange (CDNX). :COD) ("the Company") is pleased to announce that it has signed a letter of intent dated as of January 24, 2001 with Global American Technology Corp. ("GATCO GATCO Guild of Air Traffic Control Officers (UK) GATCO Great American Tool Co. ") outlining the terms and conditions of its proposed "qualifying transaction" for the purposes of the policies of the Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX) (the "Exchange"). GATCO, incorporated on September 1997 and located in New Jersey, develops and commercializes products, systems and services from patented, patent-pending and proprietary technology that have been developed by GATCO. The basic technology uses the cellular network to transmit GPS (Global Positioning Satellite) data from moving vehicles to GATCO's telephone switches and then transfers the data through the gateway into the Internet to the end users computer terminals and/or 911 emergency cellular phone operators. GATCO has licensed its Automatic Vehicle Location See mobile positioning. Systems to UMT UMT University of Management and Technology (Lahore, Pakistan) UMT Unit Ministry Team UMT Universal Military Training UMT Union Marocaine du Travail (French: Union of Moroccan Workers) UMT Uranium Mill Tailings Solutions, Inc. of Germany and Network Ship Korea, Inc. of Korea utilizing GSM (Global System for Mobile Communications) A digital cellular phone technology based on TDMA that is the predominant system in Europe, but also used worldwide. Developed in the 1980s, GSM was first deployed in seven European countries in 1992. transmission technology. GATCO has also utilized, on a test basis, its patented technology to provide a solution to pinpointing Emergency 911 cellular callers within a radius of 20 meters almost anywhere in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . GATCO's development of this technology allows the North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. Emergency 911 Cellular Phone System to convert GPS positions into street and highway locations and deliver them with the 911 calls. GATCO has licensed this technology (for the location of 911 cellular calls) to FindComm, Inc. for 50% of that company's stock plus their funding of the development and nationwide deployment of the 911 system. GATCO currently owns 44% of FindComm. Competitive aspects of this technology include its cost-effectiveness and that it uses existing infrastructure and thereby requires no costly hardware build out. The following table summarizes the unaudited management prepared financial statements of GATCO for the 11 month period ending November 30, 2000:
November 30, 2000
(US$)
-------------
Current Assets 513,940
Property and Equipment 194,355
708,295
Current Liabilities 44,918
Long Term Debt and Shareholder Loans 1,760
Shareholder Deficit (200,000)
Revenue 697,779
Expenses (1,294,428)
-------------
Net Profit (Loss) US$(603,530)
The management and the principal shareholders of GATCO are comprised of Stephen Stone, President & 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 Tenafly, New Jersey Tenafly (pronounced /ˈtɛnəˌflaj/) is a borough in Bergen County, New Jersey, United States. As of the 2000 Census, the borough population was 13,806. , Ahmad Lamah, Director of Research and Development of Howell, New Jersey, Mohamad Ayoub, Director of Engineering of Freehold, New Jersey Freehold, New Jersey is made up of two municipalities.
Mr. Stone is responsible for the overall management, administration, and financing. Mr. Stone currently serves as a Director of Insu Innovation Group (formerly Golden Sky Ventures International), and Info Touch Technologies. Both Info Touch and Insu Innovation are publicly traded companies publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. listed on the Canadian Venture Exchange. His list of financial management accomplishments include serving as president of the $1-billion Cowen family of mutual funds and managing a further US$1.2-billion under the trust, investment and estate portfolios for the National Community Bank, United Jersey Bank and Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. , as chief investment officer, vice-president, and trust group head, respectively. Mr. Lamah is a co-founder of GATCO and is responsible for GATCO's Research & Development operations and is involved in the supervision and coordination of the Company's patent program. Prior to joining GATCO, Mr. Lamah served as Director of Research and Development for Technolizenz Establishment/Polar Communications, where he developed various proprietary and patented telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications. devices, from 1991 to 1997. Mr. Ayoub is responsible for directing all of the Company's technology and product research and development and manages all product engineering and outsourcing (1) Contracting with outside consultants, software houses or service bureaus to perform systems analysis, programming and datacenter operations. Contrast with insourcing. See netsourcing, ASP, SSP and facilities management. . He is a co-founder of GATCO and is the co-inventor of our various products. He has had a long association with Mr. Lamah and has participated in the development of product design and production aspects. Prior to his affiliation with GATCO, he was the President of Lazer Electronics, Inc., an electronics engineering company he founded in 1988. Pursuant to the letter of intent CORRA will formally continue out of the province of 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 to a state within the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. with the result that all of its ties and future tax exposure to Canada will be severed sev·er v. sev·ered, sev·er·ing, sev·ers v.tr. 1. To set or keep apart; divide or separate. 2. To cut off (a part) from a whole. 3. , after which CORRA will purchase from the shareholders of GATCO (the "Shareholders") all of GATCO's issued and outstanding share capital (the "GATCO Shares"). As consideration for the GATCO Shares, CORRA will issue to the Shareholders, as fully paid and non-assessable in proportion to the number of GATCO Shares held by them, 6,315,555 common shares (the "Transaction Shares") in the capital of CORRA at a minimum deemed price of $2.48 for each of the Transaction Shares. The deemed price of these shares shall be subject to adjustment upon completion of an acceptable professional valuation. CORRA, at its own cost, will also engage an independent party to prepare a valuation of GATCO (the "Valuation"). Union Securities Ltd. ("Union"), subject to completion of satisfactory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , has agreed to serve as the sponsor of the proposed transaction 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 rules and policies of the Exchange. As consideration for Union serving as sponsor, CORRA will pay to Union such corporate finance and sponsorship fees in such amounts to be negotiated with Union on terms consistent with transactions similar to the proposed transaction and that are acceptable to GATCO. CORRA will be required to enter into a customary sponsorship agreement with Union in form acceptable to CORRA, Union and GATCO and their respective legal counsel. An agreement to sponsor should not be construed as an assurance with respect to the merits of the transaction or the likelihood of completion. The Transaction Shares will be subject to 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. restrictions pursuant to the policies of the Exchange. Upon the completion of the proposed transaction, it is currently contemplated that the Company will change its name to "GATCO Technologies Inc.", or such other name as may be acceptable to the parties and the Exchange, and its board of directors will be comprised of Stephen Stone (President, Chief Executive Officer and director), Nikolaos Cacos, (director), Paul Flagg, (director), Mohamed Ayoub (director), Ahmad Lamah, (director), Joseph Nakhla, (director) and Talal Yassin, (director). It is also contemplated that the Company will, subject to shareholder and Exchange approval, put in place a stock option plan in form and substance acceptable to the parties and that the Company will issue that number of options acceptable to the parties and the Exchange over a period of five years to directors, officers and employees of the Company. Mr. Paul J. Flagg is founder/owner of Great Circle Fisheries fisheries. From earliest times and in practically all countries, fisheries have been of industrial and commercial importance. In the large N Atlantic fishing grounds off Newfoundland and Labrador, for example, European and North American fishing fleets have long , Inc. from 1981-1991. The company was a large international import-export fisheries company. Operations included eight foreign fishing and marketing ventures, and the development of international sales staff, especially in Japan where the company sold fresh sashimi grade tuna tuna or tunny, game and food fishes, the largest members of the family Scombridae (mackerel family) and closely related to the albacore and bonito. They have streamlined bodies with two fins, and five or more finlets on the back. directly into more than 30 cities. Great Circle became the world's premier company in its field. Since 1991, Mr. Flagg has been involved in new technologies as an investor and developer. Current ventures include telecommunications, biotechnology and software. Mr. Flagg received a Masters of Science degree from State University of New York (body) State University of New York - (SUNY) The public university system of New York State, USA, with campuses throughout the state. at Stony Brook Stony Brook may refer to: Massachusetts:
The Company also proposes to complete on or before completion of the Proposed Transaction, a private placement (the "Private Placement") of up to 1,000,000 units at a price of $3.25 per unit or 1,000,000 special warrants convertible into units at a price of $3.25 per warrant. In either case, each unit will contain of one common share and one half share purchase warrant. Each full 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 purchase one common share at a price of $4.00 per share for a period of 12 months from the closing date of the private placement. Union may act as selling agent for the proposed private placement or a portion thereof and CORRA will pay commissions in such amounts to be negotiated with Union. The private placement is subject to acceptance by the Exchange. The parties have acknowledged and agreed that the proposed transaction will be structured in a manner which will reduce or avoid negative taxation consequences for the shareholders of CORRA and GATCO. In this regard, the parties have also agreed that the provisions of the letter of intent pertaining per·tain intr.v. per·tained, per·tain·ing, per·tains 1. To have reference; relate: evidence that pertains to the accident. 2. to the steps comprising the proposed transaction may require amendment so as to reflect the foregoing. Moreover, the parties have further acknowledged and agreed that in order to satisfy the intention of the parties, certain additional restrictions and limitations may be imposed upon the Transaction Shares, including with respect to resale. The transaction structure ultimately decided upon may be an amalgamation amalgamation /amal·ga·ma·tion/ (ah-mal´gah-ma´shun) trituration (3). amalgamation ( , merger, arrangement or other business combination, which will be determined after consultation with the Company's professional advisors. The proposed transaction will be subject to a number of conditions, including the following:
(a) acceptance for filing of the Agreement by the Exchange;
(b) approval of the shareholders of the Company;
(c) approval of the shareholders of GATCO;
(d) the availability of prospectus and registration exemptions and
compliance with applicable prospectus and registration requirements
under applicable securities laws;
(e) availability of a satisfactory structure in order to reduce or
avoid negative taxation consequences for the shareholders of CORRA and
GATCO;
(f) completion of satisfactory due diligence;
(g) subject to the approval of the Exchange, a total of 1,283,334
of the issued and outstanding common shares in the capital of the
Company being transferred, within escrow, from Talal Yassin (380,000
common shares), Joseph Nakhla (380,000 common shares) and Nikolaos
Cacos (523,334 common shares) directors of the Company at a price of
$0.075 per share to an incoming "principals" of the Company, being
Stephen Stone, Mohamad Ayoub, and Ahmad Lamah; and
(h) Nikolaos Cacos entering into a two year consulting agreement
with GATCO and the Company for a period of 24 months at a rate of
$2,000 per month.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and majority of minority shareholder approval. The proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed business combination will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The Company proposes to schedule a general meeting of its shareholders to consider, among other matters, the proposed transaction, name change and composition of the Company's board of directors. The Company is a "capital pool company" under the policies of the Exchange. The proposed transaction to be entered into by the Company is intended to serve as a "Qualifying Transaction" under Exchange policies. CORRA CAPITAL CORP. Nikolaos Cacos, President and Chief Executive Officer Neither the Canadian Venture Exchange nor any other exchange or other regulatory body has reviewed and therefore does not accept responsibility for the adequacy or accuracy of this release. |
|

Printer friendly
Cite/link
Email
Feedback
Reader Opinion