Toucan to Acquire Internet Company.LONDON--(BUSINESS WIRE)--July 22, 1999-- Toucan toucan (t kăn`, t `kän), perching bird of the New World tropics, related to the woodpeckers. Gold Corp. (OTC OTCSee: Over-the-counter. OTC See over-the-counter market (OTC). BB: TUGO) ("Toucan"), announced that it has acquired ITIS ITIS Integrated Taxonomic Information System ITIS International Trade Institute of Singapore ITIS Integrated Transport Information System ITIS International Tourism Institute ITIS International Trade Information Service ITIS Information Technology Insurance Specialists Technologies Ltd. (ITIS), a UK software development company offering business to business software to facilitate secure Web transactions. Toucan will issue 4,680,375 ordinary shares of its common stock to complete the acquisition of ITIS. After completion of the transaction, the issued capital of Toucan will total 13,765,808 ordinary shares of common stock. The pre-acquisition stockholders of Toucan will own 66% of Toucan following the acquisition (not including outstanding warrants and options). On completion of the acquisition, Toucan will have cash and current assets of approximately $217,000 (net of liabilities), 12 million shares of Minmet Plc with a current market value of approximately $1.5 million, and the stock of ITIS. Toucan's rights to dispose of To determine the fate of; to exercise the power of control over; to fix the condition, application, employment, etc. of; to direct or assign for a use. See also: Dispose such Minmet shares are subject to certain restrictions, which are set forth in Toucan's most recent form 10-KSB. Toucan's remaining Minmet shares and remaining mining rights to acquire certain additional claims after the sale to Minmet Plc will remain in Toucan's wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Toucan Mining Limited ("TML"). TML will be spun off to Toucan's stockholders at the expense of TML. Toucan has set a record date of August 3, 1999 for Toucan stockholders (not including the ITIS shareholders) entitled to receive the TML shares in the spin-off, which record date will be effective provided that the spin-off is completed within 60 days of such record date. TML will be responsible for its own operating costs from the date of the acquisition of ITIS. ITIS has developed Authoriszor, which is believed to be the world's only fully integrated World Wide Web management, control and security system, providing features and functionality normally associated with highly specified Local Area Networks (LANs) and LAN (Local Area Network) A communications network that serves users within a confined geographical area. The "clients" are the user's workstations typically running Windows, although Mac and Linux clients are also used. management systems. (Source: Hewlett-Packard Limited's current NETConnect - Internet Solutions Brochure). Authoriszor has been developed for the segment of the web that many industry analysts agree should be the largest and fastest growing - namely that of supply chain e-partnering. The management of ITIS believes that Authoriszor provides comprehensive Web security and control. It is intended to complement firewalls rather than replace them and is more than simply a method of defence against intruders. Authoriszor is designed to meet the concerns of managers and Information Technology (IT) professionals wishing to automate supply chain management over the Web by conferring LAN levels of security, management and control to IT systems on the Web. ITIS has been licensed by Microsoft (NASD NASD See: National Association of Securities Dealers NASD See National Association of Securities Dealers (NASD). : MSFT MSFT Microsoft (stock symbol) MSFT Movimento Sociale Fiamma Tricolore (Italy) MSFT Multi-Stage Fitness Test MSFT Master of Science in Family Therapy MSFT Macalester Students for Fair Trade ) to use the prestigious "designed for Microsoft Back Office" logo on its Authoriszor software. ITIS is believed to be the only European company of its type to have this license and Authoriszor is believed to be the only fully integrated WWW WWW or W3: see World Wide Web. (World Wide Web) The common host name for a Web server. The "www-dot" prefix on Web addresses is widely used to provide a recognizable way of identifying a Web site. network management, security and e-partnering software world-wide to carry the Microsoft Back Office Logo. (Source: Microsoft webpage 6th July 1999). Authoriszor is also a partner of Hewlitt-Packard (NYSE NYSE See: New York Stock Exchange : HWP) NETConnect program. The Yorkshire based Calderdale and Kirklees division of the British National Health Service is close to completing a successful trial of Authoriszor. ITIS management considers that Authoriszor is now ready for its major public launch and sale of its product. This press release contains forward-looking statements that involve a number of known and unknown risks, and uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future results or performance suggested by these statements. |
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