June 12 1998
CALGARY, ALBERTA – Cardigan Capital Corp. (“Cardigan”) is pleased to announce that the common shares of Cardigan will be listed and posted for trading on The Alberta Stock Exchange on June 15, 1998. Cardigan is also pleased to announce that it has entered into a letter agreement with Synertia Technology Capital Inc. (the “Vendor”) to acquire 4,322,907 common shares (72.4 percent) in the capital of Icron Systems Inc. (“Icron”), a private Alberta issuer. Under this agreement, Cardigan has agreed to make an offer to acquire all of the issued and outstanding shares of Icron held by the Vendor by issuing common shares of Cardigan. Cardigan will acquire all of the issued and outstanding shares, options and debentures of Icron by issuing 5,972,001 common shares at a deemed price of $0.20 per share, 585,500 common share options of Cardigan with an exercise price of $0.20 per share and up to $500,000 convertible debentures, convertible at a price of $0.40 per share. The parties to the proposed transaction are not dealing at arm’s length.
Icron is an information technology company located on Annacis Island near Vancouver, British Columbia. It is in the business of manufacturing electronics components, including contract assembly, turnkey manufacturing and materials handling, contract product design and development, and technology research and development. Icron proposes to market its services to electronics companies in the Vancouver Area and the Pacific Northwest. Zybotix Technology Services Inc., a wholly owned subsidiary of Icron, has just started up a new facility that includes a modern automated assembly line that places surface mounted technology components onto circuit boards. Icron currently has fifteen employees. Cardigan is a junior capital pool corporation. The acquisition of the shares of Icron is intended to constitute Cardigan’s major transaction as contemplated in Alberta Securities Commission Rule 46-501 and Circular No. 7 of The Alberta Stock Exchange. As such, the transaction is subject to regulatory and minority shareholder approval.
Note: The company relies on litigation protection for “forward-looking” statements. The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING STATEMENTS: Except for statements of historical fact, all statements in this news release – including, without limitation, statements regarding production estimates and future plans and objectives of Icron – are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements.