Micromem Permits Reversion of Interests in VEMRAM to Estancia.Business Editors/High-Tech Writers TORONTO--(BUSINESS WIRE)--April 23, 2004 Micromem Technologies Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :MMTIF) has announced that its wholly-owned subsidiary, Pageant pageant, modern dramatic spectacle or procession celebrating a special occasion or an event in the history of a locality. In medieval times the word pageant had meant the wagon or the movable stage on which one scene of a mystery or miracle play was performed. Technologies Inc., has permitted an undivided UNDIVIDED. That which is held by the same title by two or more persons, whether their rights are equal, as to value or quantity, or unequal. 2. Tenants in common, joint-tenants, and partners, hold an undivided right in their respective properties, until 40% interest in the VEMRAM patents to revert to Estancia es·tan·cia n. A large estate or cattle ranch in Spanish America. [Spanish, room, enclosure, country estate, from Vulgar Latin *stantia, something standing, from Latin , along with the grant of an undivided interest undivided interest n. title to real property held by two or more persons without specifying the interests of each party by percentage or description of a portion of the real estate. equal to 32% of gross profit for each license of the VEMRAM patents sold or transferred by Pageant and all royalties received by Pageant from each license or sale of the VEMRAM patents, as a result of certain agreed upon Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations" stipulatory noncontroversial, uncontroversial - not likely to arouse controversy milestones relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the development of the VEMRAM technology not having been met under the Asset Purchase Agreement dated December 10, 2000 among Pageant, Micromem, Richard Lienau and Estancia Limited. VEMRAM patents include U.S. Patent 5,295,097 and certain other patent and patent applications relating to magnetic memory technology and methods of manufacture, in which Richard Lienau is named as the inventor. Under the Asset Purchase Agreement, Pageant had agreed to pay $50 million for the remaining 50% interest in the VEMRAM patents and all other rights, interests and entitlements held by Estancia Limited and Richard Lienau as set forth in the September 1997 Joint Ownership and Licensing Agreement among Richard Lienau, Estancia Limited and Pageant (by assignment from Ataraxia ataraxia (at´  rak´sē Corp.). Of the total purchase price, $10 million was paid on closing through the issuance of 2,007,831 common shares and $2.0 million in cash. The balance of $40 million of the purchase price was to be paid upon certain milestones including the development and demonstrated performance of the technology protected by the VEMRAM patents being met. The agreement provided that in the event that the milestones were not met by March 9, 2004, then there would be an automatic reversion reversion: see atavism. and grant to Estancia Limited of an undivided 40% interest in the VEMRAM patents and an undivided interest ("Estancia's Gross Profits Interest") equal to 32% of gross profit for each license of the VEMRAM patents sold or transferred by Pageant and all royalties received by Pageant from each license or sale of the VEMRAM patents. Consequently, Pageant continues to hold an undivided 60% interest in the VEMRAM patents subject to Estancia's Gross Profits Interest. The agreement provided that in the event that Pageant became 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 convey to Estancia any interest in the VEMRAM patents or grant to Estancia any interest in gross profits or net royalties as provided above, such interest shall be assigned to Estancia in satisfaction of Pageant's obligations. The milestones agreed to by Estancia and Richard Lienau provided that: (A) $20 million would be payable if and when: (i) certification being received from Honeywell Federal Manufacturing and Technologies that testing conducted by Honeywell, or such other qualified third party as the case may be, evidenced results equal to or better than certain stipulated performance standards, or upon Micromem or its affiliates executing a definitive agreement for the sale or licensing of VEMRAM technology to an arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other. third party for any commercial purposes other than testing or evaluation of the technology, or (ii) sale or licensing of the VEMRAM technology to an arm's length party for any commercial purposes; and (B) $20 million would be payable if and when Micromem and any of its affiliates executes a definitive agreement for the sale or license of any technology owned by Micromem to an arm's length third party for any commercial purposes other than testing or evaluation of the technology. Under the Asset Purchase Agreement, Pageant was entitled to, at any time after the closing of the Asset Purchase Agreement, pay any portion or all of the balance of the purchase price through a combination of cash and a number of common shares of Micromem. In light of the milestones relating to the VEMRAM technology not being achieved by the third anniversary of the closing of the original purchase, Pageant determined not to exercise its right under the agreement to pay the balance of the purchase price or any portion thereof. Information Statements in this news release that are not historical facts, including statements about plans and expectations regarding products and opportunities, demand and acceptance of new or existing products, capital resources and future financial results are forward-looking. Forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. involve risks and uncertainties, which may cause the Company's actual results in future periods to differ materially from those expressed. These uncertainties and risks include changing consumer preferences, lack of success of new products, loss of the Company's customers, competition and other factors discussed from time to time in the Company's filings with the Securities & Exchange Commission. Shares issued: 51,582,187 (as of April 23, 2004) SEC File No: 0-26005 No securities regulatory authority Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities has approved or disapproved of this news release. |
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