Diversified Restructures and Signs Acquisition of `Whitelight' Technology.Business Editors SIDNEY Sidney, city (1990 pop. 18,710), seat of Shelby co., W central Ohio, on the Great Miami River, in a farm area; founded 1811, inc. 1834. Refrigerator parts and machinery are among the items produced there. , British Columbia--(BUSINESS WIRE)--Oct. 3, 2003 Diversified diversified (di·verˑ·s Industries Ltd. ("Diversified") is pleased to announce that it has signed a final agreement to acquire from Dr. Norman Norman, city (1990 pop. 80,071), seat of Cleveland co., central Okla.; inc. 1891. It is the center of a livestock region. Oil wells, food processing, and printing and publishing contribute to the economy, and there is diverse manufacturing (machinery, communication Arrison, Dr. Charlie Jeong, Mr. Henry Kong, and Mr. Dong Soo Lee (the "Inventors") a 100% interest in the intellectual property referred to by the Inventors as the Thermal Light Energy Technology (the "Technology"). The Technology utilizes a high intensity plasma arc lamp and proprietary application processes to generate an ultra hot beam. Three directors of Diversified witnessed a demonstration of the Technology during which the intense light was used to break solid rock, suggesting the Technology's possible application to the mining and tunnelling industries. The application of the Technology may be useful in such other industries as oil & gas, construction, agriculture, recreation, water treatment, metal treatment, solar simulation and paint removal. Preliminary negotiations have begun for the sale of several prototype units, each unit ranging in price from US$400,000 to US$735,000. On September 16, 2003, Diversified announced that it had signed a term sheet to acquire a 70% interest in Whitelight Thermal Technologies Ltd. ("Whitelight"). As a result of ongoing 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. and negotiations between the principals of Diversified and Whitelight, Diversified will no longer acquire an ownership interest in Whitelight, but instead will acquire a 100% interest in the Technology, including all forms of patents and patent applications, trade secrets, and know how, directly from the Inventors. Terms of Acquisition: -- Consideration - Diversified will issue to the Inventors 1,666,667 shares of Diversified at a price of $0.75 per share, for total consideration value of $1,250,000, in exchange for all of the right, title and interest in the Technology. These shares may 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. provisions imposed by the TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension Venture Exchange ("the Exchange") and will be subject to additional escrow provisions imposed by Diversified. -- Employment Contracts - Diversified will enter into an employment contract with Dr. Jeong, a consulting contract with Dr. Arrison and an agency agreement with Mr. Kong. -- Stock Options - As previously announced on September 16, 2003, Diversified will grant up to 100,000 stock options to each of Dr. Jeong, Dr. Arrison, and Mr. Kong as part of their future contracts. These proposed stock options will be issued pursuant to Diversified's current stock option plan and be exercisable at a price of $1.00 for a period of five years from the date of grant. These options will comply with the Exchange policies and will be subject to a four-month hold, the vesting Vesting The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account. Notes: provisions of the plan and additional contractual vesting provisions imposed by Diversified. Dr. Arrison is currently a director of Diversified, however, his options are not being issued to him in his capacity as a director. -- License Back - Diversified will grant to the Inventors a license back of the Technology for a period of six months in order to allow the Inventors time to fulfill ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. specific obligations arising from a previous contract for the sale and installation of one solar simulation unit in South Korea. The total contract price for this unit is US$735,000. Diversified will not receive any proceeds from this sale. -- Additional Financing - Diversified may seek additional financing to further the research and development of the Technology and its applications as required. Diversified is a product development and marketing company specializing in unique technologies and solutions targeting a cross section of industries. Diversified has developed its first technology, DVS DVS Det Vill Säga (Swedish) DVS Descriptive Video Service DVS Dynamic Voltage Scaling DVS Driver and Vehicle Services (Minnesota) DVS Digital Video System DVS Digital Video Services 6000, for the removal of various contaminants such as H2S H2S Hydrogen Sulfide H2S How to Succeed in Business Without Really Trying (Also abbreviated H2$) H2S Heart to Soul (song) from oil, gas, air and water. DVS 6000 has proven itself in several applications thus far within the oil and gas industry. Diversified's management team will continue to evaluate new technologies in order to carry out Diversified's strategic goal of diversifying its technology portfolio. Diversified is listed on the Exchange under the symbol "DVS". ON BEHALF OF THE BOARD OF DIRECTORS OF DIVERSIFIED INDUSTRIES LTD. Stephen L. Davis, 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. The TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this Press Release. |
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