Energy Visions Inc. Agrees To Acquire Control Of Pure Energy Inc.Business Editors/Energy Writers TORONTO--(BUSINESS WIRE)--Nov. 13, 2002 Energy Visions Inc. ("Energy Visions" or "EVI Evi (ē`vī), in the Bible, Midianite king. ") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :EGYV) (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension Venture:EVI.S) announced that it has entered into an unconditional agreement with Rabih Holdings Ltd. ("Rabih") to acquire control of 51% of the common shares of Pure Energy Inc. ("PEI" or "Pure Energy") on or before December 16, 2002 ("Effective Date"), subject to the approval of 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. Inc. ("TSXV"). The transaction was partially completed by the issuance today of the previously announced 1,000,000 common shares of EVI to Pure Energy Inc. for 1,000,000 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. of PEI. At the Effective Date, EVI intends to convert such PEI preferred shares into 7,097,857 common shares of PEI at approximately Cdn. $0.14 per PEI common share. EVI has also entered into an agreement to purchase 6,000,000 common shares of PEI ("Additional PEI Shares") from Rabih for a consideration of Cdn. $845,328 ("Purchase Price"). The Purchase Price will be satisfied by the issue at the Effective Date of a promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. ("Promissory Note") in favour of Rabih. Such Promissory Note will be interest free through its maturity date of the earlier of January 31, 2003 and the date of the EVI Financing (defined below) and will be secured by a pledge (the "Pledge Agreement") of the Additional PEI Shares (the "Pledged Shares"). EVI as a result will own approximately 48.1% of PEI and together with the common shares of PEI already controlled by D. Wayne Hartford, EVI effectively will control 51% of PEI. The foregoing arrangements amend previously announced arrangements involving PEI and Pure Energy. In the event that EVI defaults in the repayment of the Promissory Note, Rabih has the sole right to sell or dispose of the Pledged Shares (without any further claim against EVI if such proceeds of realization are less than the amounts owing under the Promissory Note) or otherwise retain the Pledged Shares in satisfaction of the Promissory Note, pursuant to the Pledge Agreement. Rabih and related companies of Rabih, at present guarantee Cdn. $3,000,000 of Pure Energy's consolidated debt to Nova Scotia Business Inc ("NSBI NSBI Nova Scotia Business, Inc. (Canada) "). There are plans to reduce such guarantee amount, however, until it is below Cdn. $1,500,000, PEI will be administered by a Board of Directors comprising three persons, two of whom will be nominees of Rabih and one will be the nominee of EVI. Both Energy Visions and Pure Energy are currently completing due diligence activities associated with various financing options available to EVI to obtain the requisite funds to both retire the Promissory Note and to make further investments of Cdn $1,000,000 in cash and Cdn $1,000,000 in EVI treasury shares into PEI ("EVI Financing"). Such investments will facilitate the previously announced debt restructuring plan approved by NSBI in June 2002. The ability of EVI to repay the Promissory Note and make such additional investments involves a number of risks and uncertainties and there is no assurance that such transactions will occur. The final restructuring is anticipated to be completed in 60 to 75 days. All issuances of EVI common shares are subject to the approval of TSXV. PEI indirectly owns a manufacturing facility in Amherst, Nova Scotia Amherst (2006 population 9,505; UA population 9,547 [0]) is a Canadian town in northwestern Cumberland County, Nova Scotia. Located at the northeast end of the Cumberland Basin, an arm of the Bay of Fundy, Amherst is strategically situated on the eastern boundary with the capability of making more than 100,000,000 batteries annually. The plant currently manufactures "Pure Energy" Rechargeable Alkaline Manganese-zinc (RAM(TM)) batteries. EVI's proprietary Nickel Zinc ("NiZn") batteries can be manufactured on the existing equipment after some modifications. The Amherst plant has sufficient capacity to meet forecasted sales of both Pure Energy's existing products and EVI's NiZn batteries for several years to come. The combination of RAM(TM) batteries as consumer products and NiZn batteries for OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and applications will complement each other to expand Pure Energy's product offerings. Mr. Wayne Hartford, 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 EVI, stated: "The Pure Energy acquisition has been a cornerstone of our commercialization plans for several months and we are delighted that it has been advanced. We look forward to working with the Pure Energy staff and appreciate the cooperation of the current PEI equity partners who have made it all possible." In addition to the 1,000,000 EVI common shares referred to above, EVI announces that it has issued 938,984 common shares to Alberta Research Council Alberta Research Council (ARC) is an Alberta government funded applied research and development (R&D) corporation. Overview History As a result of initiative on the part of Henry Marshall Tory ARC was established in 1921 (as the Alberta Council of Scientific and Inc. ("ARC") at a price of Cdn $1.2637 per share in respect of ARC services through June 30, 2002 related to EVI's Direct Methanol Fuel Cell Direct-methanol fuel cells or DMFCs are a subcategory of proton-exchange fuel cells where, the fuel, methanol (CH3OH), is not reformed, but fed directly to the fuel cell. project in Calgary, Alberta. EVI has also issued 50,000 EVI common shares to Intelligent Capital Partners Inc. in satisfaction of a debt of Cdn. $17,500 with respect to the provision of advisory services. Statements in this release, other than statements of historical fact, may be regarded, in certain instances, as "forward looking statements" pursuant to Section 27A of the 1933 Act and Section 21B of the Securities Exchange Act of 1934, respectively. "Forward looking statements" are based on expectations, estimates and projections at the time the statements are made that involve risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. There can be no assurance that such statements will ever prove to be accurate and readers should not place undue reliance on any such "forward looking statements" contained herein. Neither the TSX Venture Exchange nor NASD NASD See: National Association of Securities Dealers NASD See National Association of Securities Dealers (NASD). OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. have reviewed or accept responsibility for the adequacy or accuracy of this release. |
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