Markham, Ontario--Sept. 22, 1997--World Wise Technologies Inc. announced that it has concluded a subscription agreement to acquire up to 60 percent equity interest on a fully diluted basis of Microfuzz Technologies Inc. of Markham.
The acquisition is based on two stages; Stage One, World Wise will acquire 50 percent equity interest on a fully diluted basis for the sum of $250,000 to be paid in four equal installments of $62,500 per month, each installment will give World Wise 12.5 percent equity. Stage Two, World Wise will acquire an additional 10 percent equity interest on a fully diluted basis for the sum of $500,000 to be paid in six equal installments of $83,333 per month. The second stage will commence within 30 days of the last payment of the first stage if the business development is satisfactory to World Wise. At the conclusion of all the investment, World Wise will own 60 percent equity interest of MFT on a fully diluted basis, plus its equity interest through Mentalogic Systems Inc. World Wise currently owns indirectly through MSI approximately 7.5 percent equity of MFT.
In addition World Wise is entitled to 50 percent voting rights of MFT as of the execution of the subscription agreement, and is entitled to four of the seven directors on the board of MFT and the appointment of the chairman upon commencing the second stage of the agreement. World Wise will also provide MFT with a credit facility of up to $1 million at the end of the second stage if the business development is satisfactory to World Wise. The agreement also calls for World Wise to make a Take-Over Bid to the MFT shareholders to acquire all the remaining common shares of MFT which World Wise does not own, in exchange for shares of World Wise. The offer shall be made on or before 90 days of the date of commercialization of the technology/products.
MFT has granted to a wholly owned subsidiary of Trillium Capital Corp., a Toronto-based private venture capital firm focusing in the technology and knowledge based industries sector, a revised warrant certificate based on an earlier agreement with MFT. The warrant certificate entitles the holder to invest $975,000 in MFT for approximately 14 percent of the equity in MFT on a fully diluted basis. The warrants will expire on the completion date of the offer made by World Wise. World Wise equity interest will be adjusted to 60 percent after the exercise of these warrants.
World Wise Technologies
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