EnerNorth Industries Inc.: Press Release.TORONTO -- EnerNorth Industries Inc. (AMEX AMEX See: American Stock Exchange :ENY ENY East New York )(FRANKFURT:EPW EPW Enemy Prisoner of War EPW Electron Plasma Wave EPW Earth Penetrating Warhead EPW Earth Penetrating Weapon EPW Engine Protection Washer EPW Edge Pro Wrestling EPW Extreme Power Wrestling EPW Extreme Polystyrene Wrestling EPW Electronic Payment Window 1) (www.enernorth.com) ("EnerNorth" or the "Company") announces that it has entered into a binding Letter of Intent for the sale of M&M Engineering Limited ("M&M"), 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 EnerNorth, for C$7,462,000 cash at closing. The Letter of Intent is subject to certain conditions including: - completion of 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. by the purchaser; - completion of a mutually agreeable Purchase and Sale agreement by January 6, 2005; - receipt of satisfactory legal opinions from EnerNorth and the purchaser; - approval by the respective Boards of Directors; - approval of the shareholders of EnerNorth and any applicable regulatory authorities; and - M&M having working capital of not less than Cdn $3,800,000 at closing. The transaction will be a purchase by the purchaser of 100% of the common shares and 100% of the preferred shares of M&M held by EnerNorth (the "Purchased Shares") to close on or about January 26, 2005 (the "Closing Date"). The purchase price for the Purchased Shares is agreed as Cdn $7,462,000 cash paid on the Closing Date subject to working capital adjustments. In addition, on closing EnerNorth may retract TO RETRACT. To withdraw a proposition or offer before it has been accepted. 2. This the party making it has a right to do is long as it has not been accepted; for no principle of law or equity can, under these circumstances, require him to persevere in it. Cdn $1,000,000 of preferred shares of M&M and the purchaser will subscribe for Cdn $1,000,000 of preferred shares of M&M. A special meeting of shareholders of EnerNorth will be held at the offices of WeirFoulds LLP LLP - Lower Layer Protocol , The Exchange Tower, 130 King Street West, 15th Floor, Toronto, Ontario on Wednesday, the 26th day of January, 2005 at 11:00 am (Toronto time) to approve the transaction. A Management Information Circular in respect of the shareholder meeting is being prepared and mailed to the Company's shareholders describing the proposed transaction. EnerNorth's management has been contemplating the potential sale of M&M as the ongoing litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. that commenced in Singapore impedes the performance of M&M. Management of the Company has concluded that this transaction represents a fair value for M&M under the circumstances, and permits the Company to obtain proceeds from the sale that can be used for general corporate development. About EnerNorth Industries Inc. EnerNorth is an energy source and service company operating as an Industrial & Offshore Division and an Oil & Gas Division. There are approximately 4.06 million shares issued and outstanding in the capital of the Company. Certain statements contained herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 (the "Reform Act"), which reflect the Company's current expectations regarding the future results of operations, performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as "anticipate," "believe," "estimate," "expect" and similar expressions. These statements reflect the current beliefs of management of the Company, and are based on current available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors which could cause the actual results, performance or achievements of the Company to differ materially from those expressed in, or implied by, these statements. (See the Company's Annual Information Form and Annual Form 20 F for Risk Factors.) The Company is not obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to update or revise these "forward-looking" statements to reflect new events or circumstances. Enernorth Industries Inc. (AMEX:ENY) |
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