| June 06, 2000 |
|
CDNX Trading Symbol: WEY |
| | NEWS RELEASE | |
Weymin Mining Corporation and UCounsel Corporation sign share purchase agreement |
Weymin Mining Corporation (the "Company") is pleased to announce that subsequent to its news release dated December 16, 1999, announcing the signing of a Letter of Intent for a Reverse Take-Over ("RTO") transaction of UCounsel Corporation ("UCounsel"), conditions of the Letter of Intent have been fulfilled and a share purchase agreement has been signed by the directors of the Company and of UCounsel.
The Letter of Intent required a period of due diligence. The Company commissioned Evans & Evans, Inc. to prepare an independent valuation report acceptable to the Canadian Venture Exchange (the "Exchange") as part of this process. The report determined the fair market value of the issued and outstanding shares of UCounsel as at December 31, 1999. The report, dated February 1, 2000, concludes that the fair market value of UCounsel, at the Valuation Date, is in the range of $570,000 to $700,000.
Based on the completion of due diligence, the Company and UCounsel entered into a Share Purchase Agreement dated March 31, 2000 ("SPA March 31, 2000") for the purchase of all issued and outstanding shares of UCounsel. This agreement has since been superceded by an Amended and Restated Share Purchase Agreement dated May 18, 2000 ("ARSPA May 18, 2000"). Revisions to SPA March 31, 2000 were made, in part, to conform to the new regulatory environment imposed by the Exchange.
Under the terms of ARSPA May 18, 2000, dated to close no later than August 31, 2000, the Company will have effected up to a 10 old to 1 new share consolidation of its share capital provided that, subsequent to such consolidation, the Company shall have a minimum of 300 public shareholders holding a minimum of 1,000 shares each. Value shares, based on the valuation report, to be issued to UCounsel shareholders shall be priced at the lowest price available under the applicable policies of the Exchange. The Exchange shall also have accepted the issuance of up to 4,000,000 Performance Shares on a post consolidation basis. In addition, the Company or UCounsel shall have completed an equity financing so as to raise a minimum of CDN$1,000,000 on terms satisfactory to UCounsel provided that in any event such shares shall be issued at a minimum effective price of CDN$0.50 per share. On completion of the transaction, the current issued and outstanding shares of the Company will represent a minimum of 14% of the issued and outstanding shares of the post RTO company. Completion and closing of the RTO will also result in a change of control of the Company. This agreement is subject to regulatory and shareholder approval.
UCounsel was incorporated as a federal corporation under the Canada Business Corporation Act on April 13, 1999 and registered in the Province of British Columbia as an extra provincial company under the Company Act on July 12, 1999. UCounsel is a privately held Canadian Controlled Private Corporation with 28 shareholders residing in Canada and the United States with a total of 3,041,581 shares issued and outstanding. UCounsel is engaged in the provision of technologically driven personal development and wellness programs delivered over the Internet. Mr. Geoffrey Trafford is an Officer and a Director of the Company holding directly or indirectly 327,058 common shares and 79,648 escrow shares (to be cancelled at time of closing on this transaction). Mr. Trafford is also a Director of UCounsel holding 353,000 common performance shares. Ms. Van Horne is an Officer of UCounsel holding 573,500 performance and 40,000 common shares. Subsequent to the signature of the Letter of Intent, Ms. Van Horne became a Director of the Company. She holds directly and indirectly 218,500 common shares.
UCounsel has completed an initial funding of seed capital (@ CDN $0.25) and a second seed funding (@ CDN $0.375). UCounsel has signed an agreement with Wilson Banwell & Associates Ltd., a leading provider to industry of psychological counselling services and products, the terms of which require UCounsel to provide the technology component of Internet-based mental health services to Wilson Banwell clients. In addition, UCounsel has begun the acquisition and development of interactive, multimedia course content, designed to affect positive behavioural and lifestyle change.
On May 10, 2000 the Company signed a Letter of Intent with Dynamic Systems Engineering Group, Inc. ("DSEG"), a single source technology solutions firm located in Lafayette, Indiana. Under the terms of the Letter of Intent, the Company is also to acquire Dynamic Technology Investments, Inc. ("DTI"), a newly formed company for 3,000,000 post-consolidation shares of the Company. The principal shareholders of DTI are Steven D. Gregory, the President and CEO of DSEG, and Philip Ramey. On closing it is intended that Steven Gregory will become a director and the Chief Technology Officer of the Company. On closing it is contemplated that DTI will hold a 51% interest in DSEG and will have CDN $1,000,000 in its treasury. It is also a condition of closing that DSEG will hold service contracts having a value of CDN $1,000,000 based upon a valuation method of 7 x net income.
It is intended that, in the period leading up to closing of the acquisition of UCounsel and DTI by the Company, DTI will loan such monies to UCounsel as shall be required to provide general working capital and pay for the ongoing development of the UCounsel website, said loan to be secured by a general security agreement charging the assets of UCounsel. In turn, UCounsel is to engage DSEG to carry out such development.
The Company also announces the resignation of William J. Weymark, Chairman and Director, on May 5, 2000 and the appointment of William J. Douglas as Director effective May 18, 2000.
The following persons will constitute Principals of the Resulting Issuer:
Dr. Robert F. Wilson, Ph.D., R. Psych., Chairman and Chief Executive Officer (CEO)
Dr. Wilson has a firmly established reputation in the mental health industry, which has garnered him recognition by both the Canadian and British Columbian Psychological Associations for his "outstanding contributions to the field of Applied Psychology in Canada." He has published numerous articles in professional journals, authored chapters for three books, co-authored a series of five self-help books for the Canadian Mental Health Association and has been invited to present at national and international conferences on mental health. Currently Dr. Wilson is the President of Wilson Banwell & Associates Ltd. and CEO of Wilson Banwell International.
Ms. Lucia M. Van Horne, Chief Financial Officer (CFO)
Ms. Van Horne is the current CFO for the Wilson Banwell group of companies. She is also a Director for Caliper Human Strategies (Canada) Ltd. and Wilson Banwell International. Ms. Van Horne began her career at the Royal Bank of Canada in 1968 and left holding the position of branch Administrative Manager in 1975. After leaving the Royal Bank she formed her own accounting firm, which she operated for eighteen years before joining the Wilson Banwell Group in 1988.
Mr. Geoffrey T. Trafford, Director & Chief Operating Officer (COO)
Mr. Trafford's background includes more than twenty-five years of experience in the securities and corporate finance industry. From 1980 through 1986, he was the Senior Vice-President of Midland Doherty Inc.'s operation in the United States. Currently, he is the President and Director of Weymin Mining Corporation. Mr. Trafford is also a founder of Strategic Growth Ventures Inc., a Vancouver, British Columbia-based corporate finance, investor relations and management services firm that works with emerging public companies in the technology and natural resource sectors.
Steven Gregory, Director & Chief Technology Officer (CTO)
Mr. Gregory has a background in Management, Finance and Marketing as well as Technology Development. He has developed and managed companies in the computer industry for more than ten years. From 1988 to 1998, he was President and CEO of Computerized Educational Services, and from 1998, he has been President and CEO of Dynamic Systems Engineering Group (DSEG), a single-source technology solutions provider located in Lafayette, Indiana, USA.
Dr. John Spencer MacDonald, Ph.D., Director
Dr. MacDonald has a career of proven leadership in business and academe as well as advising government agencies. He has held teaching posts at both the University of British Columbia (UBC) and the Massachusetts Institute of Technology (MIT). He is a co-founder of internationally known MacDonald Dettwiler and Associates, and served as its President and CEO from 1969 to 1982 and as Chairman from 1982 until 1998. Recently, he has acted as an independent consultant and Chairman of the Institute for Pacific Ocean Science and Technology. Dr. MacDonald holds a Ph.D. in Engineering from MIT and has been the recipient of numerous awards.
Dr. Robert Perreault, M.D., F.R.C.P.C., Director
Dr. Perreault has enjoyed a long distinguished career in the Canadian medical field. He has taught at both the University of Montreal and McGill University in Montreal, Quebec. He has also served on numerous government health agencies and committees. During his career, he developed, all or in part, several health research development and intervention programs for consumer health as well as for managed care. Dr. Perreault's business background includes being a member of the CANARIE Inc.'s Health Information Infrastructure Committee, acting as a consultant to Canadian companies with respect to workplace health promotion and participating in three start-up companies in the health-care industry.
Dr. Greg Banwell, Ph.D.
Dr. Banwell is Vice-President of Wilson Banwell International and President of Caliper Human Strategies Canada Ltd. and HR Profiles Ltd. Dr. Banwell's organization consulting activities have spanned both U.S. and Canadian industries and public sector institutions for 20 years and he has gained a reputation as an architect of organization change programs.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. The Company has not as yet engaged a Sponsor in connection with the RTO and such engagement is also a condition to completion of the transactions.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the reverse take over may not be accurate or complete and should not be relied upon. Trading in the securities of Weymin Mining Corporation should be considered highly speculative.
The Company also announces that Shelagh Douglas has purchased a total of 2,486,000 common shares of the Company in private transactions, which shares represent her total holdings of Company shares. The Company is advised that Mrs. Douglas acquired the shares for investment purposes and that she may increase her ownership in the Company by effecting further acquisitions of shares of the Company in accordance with applicable securities laws.
William J. Douglas, a director of the Company and Mrs. Douglas' spouse, may be deemed to be acting jointly and in concert with Mrs. Douglas for the purposes of any acquisitions.
The Canadian Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. This transaction is subject to regulatory and shareholder approval.
ON BEHALF OF THE BOARD OF DIRECTORS OF
WEYMIN MINING CORPORATION
| Per: | "Geoffrey T. Trafford" |
| | Geoffrey T. Trafford (604) 688-9006 |
| | President |
The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
