Force Technologies Enters into Agreement to Acquire ACE/Clear Defense California LLC.VANCOUVER, British Columbia--(BUSINESS WIRE)--April 14, 1997--Force Technologies I (CANADIAN DEALING NETWORK Canadian Dealing Network (CDN) The organized OTC market of Canada. Formerly known as the Canadian Over-the-Counter Automated Trading System (COATS), the CDN became a subsidiary of the Toronto Stock Exchange in 1991. FRCE.) Gordon Lee Gordon Lee may refer to:
LLC - Logical Link Control ., a company incorporated as a limited liability company under the Laws of the State of California, (hereinafter here·in·af·ter adv. In a following part of this document, statement, or book. hereinafter Adverb Formal or law from this point on in this document, matter, or case Adv. 1. "ACE/Clear"). ACE/Clear has acquired from ACE/Clear Defense, Inc. (a company incorporated in the Province of Ontario - hereinafter "ACDI ACDI Agence Canadienne de Développement International (Canadian International Development Agency) ACDI Agricultural Cooperative Development International ACDI Asynchronous Communications Device Interface (IBM) ") the exclusive right to marketing and distribution of products bearing the ACE/Clear Defense trademark for the State of California. ACDI is the processor, marketer and distributor of specialty security film products and the owner of the trademark ACE/Clear Defense under which the products are marketed and sold. Consideration for the above acquisition is as follows: 1. One million, two hundred thousand (1,200,000) Earnout Common Shares of the Company. These shares will be released from Escrow on the basis of one share for each $1.00 (US) gross cash flow generated by ACE/Clear. Any escrowed shares Escrowed Shares Shares held in an escrow account and in most cases cannot be traded or transfered until certain circumstances like time horizon have been reached. The use of escrow for holding shares is often done during acquisitions and for performance-based executive incentives. not released within two years from the date of the Agreement will be returned to the treasury of the Company. 2. The Company will assume the financial obligations outstanding under the Exclusive Distribution/Master Dealer Agreement for the state of California. The Company has advanced, indirectly through an officer of the Company, one hundred thousand dollars ($100,000) US on behalf of ACE/Clear by way of a loan to ACDI. These funds were applied toward the two hundred thousand ($200,000) US licensing fee due to ACDI. The balance of one hundred thousand ($100,000) US is to be paid beginning June 1, 1997 in twelve equal payments plus 3 percent per annum Per annum Yearly. . In addition the company has agreed to a payment of seven thousand, five hundred and thirty ($7,530) US for product purchased from ACDI. The above transaction is subject to ACE/Clear providing a current financial statement, business plan and written consent from ACE/Clear Defense, Inc. approving the transfer of ownership. The finalization of a formal agreement must occur prior to May 30, 1997. ACE/Clear Defense consists of layered film construction ranging in thickness' of 2 to 14 millimetres. ACE/Clear Defense forms a bond with ordinary glass to provide a retrofit ret·ro·fit v. ret·ro·fit·ted or ret·ro·fit, ret·ro·fit·ting, ret·ro·fits v.tr. 1. To provide (a jet, automobile, computer, or factory, for example) with parts, devices, or equipment not in solution using the laminate laminate, n a thin slice of porcelain or plastic fabricated in a dental lab, which is cemented to the front of the teeth to cover gaps, whiten stained teeth, or reshape chipped or broken teeth. where an alternative laminated security glass is cost prohibitive. ACE/Clear Defense safety films and security laminates have been used in safeguarding government and military installations, embassies, banks, hotels, hospitals, automobiles and homes with vulnerable expanses of glass. Establishments such as the US Pentagon, Israeli Embassy in Washington, FBI Complex and the Bank of America
Bank of America (NYSE: BAC TYO: 8648 ) is the largest commercial bank in the United States in terms of deposits, and the largest company of its kind in the world. in California, have utilized ACE/Clear Defense safety films and security laminates. In order to facilitate the above transaction and to provide general working capital the Company wishes to advise a Private Placement of up to two million units at a price of $0.20 per unit. Each unit consists of one (1) common share and one (1) non-transferable share purchase warrant entitling the holder to acquire an additional common share of the Company for a two year period at a price of $0.20 per share in the first year and a price of $0.23 in the second year. The Company did not proceed with the Private Placement as announced in its News Release of December 31, 1996. The above transactions will not constitute a change of control. On behalf of the Board Gordon F. Lee President and Director of the Company CONTACT: Force Technologies Inc. Gordon F. Lee, 604/ 685-1017 604/ 685-5777 (FAX) |
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