INTERNATIONAL CONTOUR - AGENCY AGREEMENT AND PRIVATE PLACEMENT.
Whalen Beliveau will act as agent to sell between 3,333,334 and 5,666,667 special warrants of the Company at a price of $1.50 per special warrant for gross proceeds of between $5,000,000 and $8,500,000. The agreement is subject to the approval of The Toronto Stock Exchange and the shareholders of the Company.
The offering provides that each special warrant will be convertible into one Class A subordinate voting share of the Company at no additional cost. In conjunction with the offering the Company intends to seek shareholder approval to consolidate its currently issued Class A and Class C shares on a 1 for 3 basis. In the event that the consolidation does not occur, then each special warrant will be convertible into three Class A subordinate voting shares of the Company. Other terms of the offering include the holders of the Class C multiple voting shares converting their shares to Class A shares and redesignating the Class A shares to common shares.
The Company intends to file a prospectus with provincial securities commissions to qualify for trading the Class A shares to be issued on exercise of the special warrants.
The proceeds of the offering will be held in escrow pending the issue of receipts for the prospectus, and upon release will be used to fund the Company's U.S. subsidiary TSI TelSys, Inc. TelSys plans to commercialize the data networking technology which it has acquired from the United States National Aeronautic and Space Administration (NASA) and to take a leading role in the industries of satellite data networking systems and broadband telecommunications switching products.
International Contour Technology Inc. is listed on the Toronto Stock Exchange, Symbol ICY.A.
CONTACT: Garry Bahsler
Chief Financial Officer
Manager, Corporate Marketing