Earth Search Sciences Inc. Further Announces Memorandum of Understanding.
KALISPELL, Mont. -- Earth Search Sciences, Inc. (OTCBB OTCBB
See OTC Bulletin Board (OTCBB). :ESSE ESSE Earth System Science Education
ESSE European Society for the Study of English
ESSE Espace des Sciences Sociales Européen (French)
ESSE Enterasys Security Systems Engineer
ESSE Environmental Scenario Search Engine ) announced today, further material details regarding the news release of February 28, 2005 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 execution of the Memorandum of Understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment. ("MOU (Minutes Of Usage) A metric used to compute billing and/or statistics for telephone calls or other network use. ") between the Company and Advanced Explorations Inc. (AEI AEI American Enterprise Institute
AEI Archive of European Integration
AEI Australian Education International
AEI Automotive Engineering International
AEI Australian Education Index
AEI Albert Einstein Institute ) (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension Venture:AXI-H.V) of Toronto, and Geologic Business Solutions Inc. (GBSI GBSI Group B Strep International (West Wareham, MA) ) of Toronto, Ontario dated February 14, 2005.
The MOU establishes a joint venture between the parties, with AEI obtaining the rights to access and acquire hyperspectral technology from ESSI ESSI Ecole Supérieure en Sciences Informatiques (French)
ESSI Eon Silicon Solution Inc
ESSI Engineered Support Systems Inc.
ESSI Education Statistics Services Institute
ESSI European Systems and Software Initiative and GBSI, to create a leading-edge technology company focused on generating mineral target and project opportunities. AEI (previously known as CRMnet.com Inc.) has recently undergone a name change and 3 old for 1 new share consolidation. As CRMnet, the Company was also technology based, and provided Customer Relations Management services to a range of clients. It is anticipated that AEI will be reactivated as a technology-based provider of hyperspectral remote sensing Deriving digital models of an area on the earth. Using special cameras from airplanes or satellites, either the sun's reflections or the earth's temperature is turned into digital maps of the area. services to the global mineral exploration industry. Currently, AEI is also in discussion with a number of companies with a strategy to provide additional technological capabilities to the mineral industry.
Pursuant to the MOU, AEI will acquire the Probe-1 hyperspectral instrument (the "Probe") and a database of existing spectral information (the "Database") from Earth Search Sciences Inc. (ESSI) and all of the issued and outstanding shares of Geologic Business Solutions Inc. (GBSI), an Ontario incorporated company. ESSI is the owner and vendor of hyperspectral probe technology and all ancillary equipment normally required and used in the operational acquisition of hyperspectral data as well as the existing hyperspectral database. GBSI, through its officers and employees, possesses expertise and knowledge in the interpretation, assessment and application of hyperspectral data.
ESSI is headquartered in Kalispell, Montana Kalispell is a city in Flathead County, Montana, USA. The population was 14,223 at the 2000 census. A 2004 estimate placed its population at 17,381. It is the county seat of Flathead CountyGR6. , U.S.A. GBSI is based in Toronto, Ontario Canada. The shareholders of GBSI are John Gingerich, David Ross David Ross refers to:
As announced on March 14, 2005, AEI shall initially complete a financing of $350,000 to serve as working capital for the Company.
The MOU contemplates that AEI shall complete a further financing of up to a CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $1,400,000 subject to a minimum amount to be determined by a work plan and budget which will be prepared by the Company and submitted to ESSI and GBSI for joint review within 60 days of the MOU (the "Initial Financing"). AEI shall use the proceeds of the Initial Financing for the proving out of the hyperspectral imaging Hyperspectral imaging, sometimes referred to as spectral imaging, is an electron microscopy technique that involves microanalysis using either Energy dispersive X-ray spectroscopy (EDS), Electron energy loss spectroscopy (EELS), Infrared Spectroscopy(IR), Raman Spectroscopy, or technology in respect of the Company's business plan. If AEI fails to make a public announcement of the Initial Financing within 120 days of the date of the MOU, the MOU shall terminate unless extended. Following the closing of the Initial Financing and AEI proving out the hyperspectral imaging technology to its satisfaction, the Company will complete a second financing of not less than CDN$5,000,000 within 12 months of the closing of the Initial Financing, which proceeds shall, in part, be used for the purchase of the Probe and the Database (the "Second Financing").
The terms of the MOU state that ESSI shall grant to AEI an exclusive option to purchase the Probe-1 hyperspectral instrument and a licensed copy of the Database for US$1,750,000. At ESSI's election, all or a portion of the purchase price may be taken as shares of the Company. AEI shall have the obligation to exercise such option and to purchase the Probe and the licensed copy of the Database, during the period commencing on the date of the MOU and terminating (A) 12 months from the date of the Initial Financing; (B) within 30 days following the completion of the Second Financing; or (C) 18 months from the date of the MOU, whichever of these dates is the first to occur (the "Option Period").
GBSI and its shareholders have granted AEI an exclusive option to purchase all of the issued and outstanding shares of GBSI for a minimum amount of C$250,000, subject to the determination of any higher valuation independently determined.
Any interest in assets or interests in mining properties acquired by AEI and attributable to the use of the Probe and Database and/or the hyperspectral expertise of GBSI by AEI during the Option Period ("JV Interests") shall be held by AEI in trust on behalf of GBSI and ESSI pursuant to a joint venture between the parties with beneficial ownership held 78% by the Company, 15% by ESSI and 7% by GBSI. If any party's interest drops below 5% as a result of dilution then it's beneficial interest will be converted to a 2.5% net profits royalty interest royalty interest
The proportional ownership interest by the owner of oil and gas rights in income produced by the asset. See also overriding royalty interest. in the JV interest held by AEI.
ESSI will be granted 150,000 warrants to purchase shares in AEI with a 2 year term from the date of the MOU at an exercise price of CDN$1.25 per share. The exercise of the warrants will be subject to the completion of the Initial Financing. Upon the completion of the Initial Financing, AEI shall also pay ESSI the amount of US$50,000.
Each of the three shareholders of GBSI will be granted 50,000 warrants each to purchase shares in AEI with a 2 year term from the date of the MOU at an exercise price of CDN$1.25 per share. The exercise of the warrants will be subject to the completion of the Initial Financing. Upon the completion of the Initial Financing, AEI shall also pay each of the warrant holders the amount of CDN$25,000.
The three shareholders of GBSI will also be granted 400,000 warrants to purchase shares in ESSI with a three year term from the date of the MOU and an exercise price at 20% discount to the market price at the time of release, as follows: 50,000 warrants will be issued to each shareholder and will be exercisable upon the completion of the Initial Financing and 100,000 warrants will be issued to John Gingerich and 75,000 warrants will be issued to each of David Ross and Michael Peshko and will be exercisable upon the completion of the purchase of the Probe and Database by AEI.
Any significant mineral property targets identified by AEI but not selected for acquisition, or third party joint venture, sale, or participation by the Company will be offered to ESSI and ESSI may acquire any such opportunity independently. In the event that ESSI acquires an interest in any such opportunity, AEI shall retain a right of first refusal Right of First Refusal
In general, the right of a person or company to purchase something before the offering is made available to others.
For example, a football team may have the right of first refusal on a player's contract. with respect to any sale of such interest by ESSI and shall be granted a 2.5% net profits interest in the interest acquired by ESSI. Until the shares of GBSI are acquired by AEI pursuant to the MOU, ESSI shall grant to GBSI the option to acquire 25% of any interest in any property which ESSI acquires pursuant to this provision. In the event GBSI elects not to exercise such option, it will be granted a 2.5% net profits interest in the interest acquired by ESSI. In the event that GBSI elects to acquire 25% of any interest so acquired by ESSI, GBSI will be required to proportionally contribute to ESSI the funds required to implement all work plans and budgets relating to relating to relate prep → concernant
relating to relate prep → bezüglich +gen, mit Bezug auf +acc such interest in proportion to its respective beneficial interest therein or failing which, its beneficial interest will be proportionately diluted. If the beneficial interest of GBSI drops below 5% of the interest held by ESSI as a result of dilution then it's beneficial interest will be converted to a 2.5% net profits royalty interest in the interest held by ESSI. The right of GBSI to participate in any interest acquired by ESSI hereunder Adv. 1. hereunder - in a subsequent part of this document or statement or matter etc.; "the landlord demises unto the tenant the premises hereinafter called the demised premises"; "the terms specified hereunder"
2. shall terminate when AEI acquires the GBSI shares.
The maximum allowable finder's fee Finder's fee
A fee a person or company charges for service as an intermediary in a transaction.
The charge levied by a person or firm for putting together a deal. shall be payable in cash, shares or both.
This news release includes forward-looking statements that involve a number of risks and uncertainties. The information reflects numerous assumptions as to industry performance, general business and economic conditions, regulatory and legal requirements, taxes and other matters, many of which are beyond the control of the company. Similarly, this information assumes certain future business decisions that are subject to change. There can be no assurance that the results predicted here will be realized. Actual results may vary from those represented, and those variations may be material.