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Shareholder Attacks Exxadon's Business Practices.


SACRAMENTO, Calif.--(BUSINESS WIRE)--Aug. 28, 1996--A shareholder in a Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma.  company that claims to have a toxic-free process that will benefit the environment by turning scrap automobile tires into profitable by-products said today she has received information casting doubt upon the company's claims and conduct.

Sonia Allen, a private industry management restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics).  consultant, said she has retained attorney H. Herbert Jackson, who as District Attorney was the chief law enforcement officer of Sacramento County, Calif., to represent her in her review of Environmental Waste Management Corporation (EWMC EWMC Electrical Workers Minority Caucus
EWMC Electronic Warfare Mission Commander
), the Toronto firm that holds the patent on the microwave tire reduction process. EWMC is a wholly-owned subsidiary of Exxadon Technology Corporation (EXDN-Z; EXDNF-L). Exxadon is a public company trading over the counter on the Dealers Network in Toronto.

Allen said she recently made a minimal investment in Exxadon so that she could attend the firm's annual shareholders meeting in Toronto to learn more about the tire reduction technology before making a more substantial investment. The Sacramento businesswoman said she was unable to attend the shareholders meeting, but obtained disturbing information about Exxadon and EWMC's technology and business practices from other sources.

Allen said she has an understanding that millions of dollars worth of nearly-concluded sales of EWMC tire reduction systems in California have been sidetracked because EWMC improperly im·prop·er  
adj.
1. Not suited to circumstances or needs; unsuitable: improper shoes for a hike; improper medical treatment.

2.
 terminated its sales agreement with Geometra Pneumatic pneumatic /pneu·mat·ic/ (noo-mat´ik)
1. pertaining to air.

2. respiratory.


pneu·mat·ic
adj.
1. Of or relating to air or other gases.

2.
 Energy Recovery Systems, Inc. (GPERS), the company which has been marketing EWMC's technology in California, Mexico, South Korea, Taiwan and Israel.

GPERS last month filed a $ 25 million (Canadian dollars Noun 1. Canadian dollar - the basic unit of money in Canada; "the Canadian dollar has the image of loon on one side of the coin"
loonie

dollar - the basic monetary unit in many countries; equal to 100 cents
) claim against EWMC alleging fraud, misrepresentation misrepresentation

In law, any false or misleading expression of fact, usually with the intent to deceive or defraud. It most commonly occurs in insurance and real-estate contracts. False advertising may also constitute misrepresentation.
 and breach of contract by the Canadian company. Exxadon is a co-defendant in the claim. The claim against EWMC/Exxadon is scheduled to be heard in December by a three-judge arbitration panel arbitration panel

A group of individuals charged with resolving a dispute between individuals and/or organizations. Arbitration panels to resolve investment disputes are sponsored by self-regulatory organizations such as NASD.
 in Toronto.

GPERS, which has its staff headquarters in Sacramento, entered into its sales agreement with EWMC on March 1, 1996 and on the same date signed a separate agreement with Exxadon allowing it to purchase up to 500,000 shares in Exxadon at $6/$8 (Canadian) based upon 10 tire reduction systems being sold by GPERS.

Allen said the allegations in the complaint of fraudulent The description of a willful act commenced with the Specific Intent to deceive or cheat, in order to cause some financial detriment to another and to engender personal financial gain.  acts, omissions, misrepresentations, non-performance and other breaches of contract by EWMC are addressed in a tape recording in her possession of a conversation which took place on July 15, 1996 between GPERS President James E. Moore of Sacramento and David L. Holmes David L. Holmes is the Walter G. Mason Professor of Religious Studies at the College of William and Mary in Williamsburg, Virginia. His areas of specialization include American religious history, liberal arts education, architecture and worship, Muscular Christianity, and World War , president of Enercon America Distribution, Ltd., an Ohio company Ohio Company, organization formed (1747) to extend settlements of Virginia westward. The members were mostly Virginia planters interested in land speculation and the fur trade.  primarily consisting of engineers that markets EWMC's tire reduction system in the 49 U.S. states A U.S. state is any one of the fifty subnational entities of the United States, although four states use the official title "commonwealth". The separate state governments and the federal government share sovereignty, in that an American is a citizen both of the federal entity and  other than California.

In that conversation, Holmes cites a number of misrepresentations about EWMC's technology that EWMC and Exxadon officials made to him and to others. Holmes states that before the tire reduction technology was improved by Enercon it could not have met environmental standards despite EWMC's claims to the contrary. On one of many points, Holmes said that EWMC lied in stating that a methane methane (mĕth`ān), CH4, colorless, odorless, gaseous saturated hydrocarbon; the simplest alkane. It is less dense than air, melts at −184°C;, and boils at −161.4°C;.  gas by-product by·prod·uct or by-prod·uct  
n.
1. Something produced in the making of something else.

2. A secondary result; a side effect.


by-product
Noun

1.
 from the tire reduction process was running a particular engine at EWMC's demonstration plant in Ajax, just outside of Toronto. As a matter of fact, Holmes said, supplemental natural gas was being piped into the engine.

"We know that the machine...couldn't run on those methanes because of all the nitrogens in there," Holmes said. "And then we pointed out another little thing that they (EWMC) didn't know. If you were to strip that nitrogen out of there, the gases that are really in there, they're not methane, they would have blown this place sky high. They're acetylenes and propylenes and all the other kind of stuff, which are extremely explosive, and the only thing that kept the lid on that building there is because all the nitrogen was in there and prevented that kind of explosion."

EWMC attempted to cancel its sales agreement with GPERS on June 29, contending that GPERS had not met its deadline to sell a tire reduction system (EWMC Model 3000) within 120 days of the contract signing.

"I saw the documentation that GPERS apparently met the 120-day deadline but EWMC refused to honor As a verb, to accept a bill of exchange, or to pay a note, check, or accepted bill, at maturity. To pay or to accept and pay, or, where a credit so engages, to purchase or discount a draft complying with the terms of the draft.  it," Allen said. "It appears the only contractual failure was on the part of EWMC, which would not allow engineers representing the would-be purchaser to evaluate the tire reduction technology," Allen said. "It seems that this is because EWMC had not perfected its technology and could not afford to subject it to the scrutiny of outside engineers."

In his July 15 conversation with Moore, Holmes noted that under its contract with GPERS, EWMC is required to provide GPERS with a "full set of drawings" of "the whole, finished, commercialized (tire reduction) unit." Holmes said this was not done because "it's never been designed. It doesn't exist. I mean, those drawings are only being created today."

Holmes said the EWMC demonstration plant outside Toronto is a research and development unit and EWMC was wrong when it stated that the system was ready to go commercial.

Holmes said that technically the tire reduction system still is not ready to go commercial even though he is certain that modifications made by his firm, not EWMC, will make it commercially viable.

Allen understands that William E. Bateman, of the law firm of Nobbs, Woods and Clark, the attorney for Exxadon and current board member, stated at the annual shareholders meeting that the allegations of GPERS are "totally without grounds or merit" as was similarly stated in Exxadon's news release of July 3, 1996. Allen expressed that Bateman should be concerned about his comments and exposure as a director/legal counsel in that such comments were apparently intended to defuse de·fuse  
tr.v. de·fused, de·fus·ing, de·fus·es
1. To remove the fuse from (an explosive device).

2. To make less dangerous, tense, or hostile:
 the concerns of the shareholders about Geometra's allegations.

Allen's attorney said his client merely wants EWMC to honor its contract with GPERS so that, subject to the tire reduction system being completed, sales in California and elsewhere can proceed and she can comfortably increase her investment in what she hopes, based upon EWMC's promises, will be a profitable and environmentally beneficial technology.

Jackson said that he and his client are considering various legal courses of action that may be pursued if EWMC and Exxadon continue the type of conduct that has come to his client's and his attention.

"As a business woman," Allen said, "I am appalled at the way EWMC and Exxadon have conducted business to date and strongly feel that all Exxadon shareholders should be made aware of the facts."

Allen said shareholders or their attorneys as well as others wishing to discuss the EWMC/GPERS matter may contact her attorney, H. Herbert Jackson at 2651 K Street, Sacramento, California “Sacramento” redirects here. For other uses, see Sacramento (disambiguation).
Sacramento is the capital of the State of California and the county seat of Sacramento County.
, 95816; Telephone: 916/444-2349.

CONTACT: H. Herbert Jackson, 916/444-2349
COPYRIGHT 1996 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1996, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Aug 28, 1996
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