NEWSCENTER
PRESS RELEASE:
CMJ Capital Inc. Announces its
Qualifying Transaction Acquisition of Power Tech
Corporation Inc.
Québec,
October 14, 2004 – Capital
CMJ Inc. (“CMJ”) (TSX Venture
Exchange: CJM.P) is pleased to announce the August
24, 2004 signing of an agreement in principle
to acquire all the issued and outstanding shares
of Power Tech Corporation Inc. (Power Tech).
CMJ anticipates that the acquisition of Power
Tech will constitute its qualifying transaction
(“Qualifying Transaction”) as per
policy 2.4 of the TSX Venture Exchange Inc. (the “Exchange”).
Power Tech was incorporated
on October 27, 2003 under Part 1A of the Companies
Act (Québec). It specializes in developing,
integrating and commercializing leading edge technologies
allowing substantial performance, productivity and
functionality improvements in excavation equipment
and systems for the general construction industry
and several other applications in the aluminum, mining,
tunnel digging, forestry and military industries.
Power Tech acquired
and owns an impact bucket technology (the Power
Bucket) developed over the last 8 years. It
consists of an excavation bucket incorporating an
impact actuator assembly (hydraulic cell) including
a bucket body, an impact actuator and a tool holder.
The bucket is equipped with interchangeable specialized
tools and accessories allowing the bucket’s
maximum performance and functionality to perform
all kinds of excavation and demolition work with
a single attachment. In others words, one can assimilate
the technology to a powerful motorized screwdriver
with interchangeable tool bits. The product is now
in its marketing phase. There are currently 4 demonstration
units of the Power Bucket and 14 units in
production.
In accordance with
the agreement in principle signed August 24, 2004
, CMJ anticipates completing an exchange of all issued
and outstanding shares with each Power Tech shareholder.
The purchase price will be paid by the issuance of
up to a maximum of 17,750,000 CMJ Common shares at
a price of $ 0.40 per share for a maximum value
of $ 7,100,000. The Qualifying Transaction is
an operation between parties dealing at arm’s
length.
In order to comply
with the minimum listing requirements of the Exchange,
Power Tech will complete a private financing of a
minimum of $ 1,750,000 and a maximum of $ 2,000,000
between the signature of the agreement in principle
and the realization of the Qualifying Transaction.
The price of the units offered will be $ 0.40
per unit. The units shall be comprised of one Common
share of Power Tech and one share purchase warrant.
Each warrant entitles its holder to subscribe one
Common share at a price of $ 0.60 for a period
of twenty-four months from their issuance. Upon completion
of the Qualifying Transaction, said units will be
exchanged for units of the resulting issuer which
shall be subject to the same conditions. The placement,
with parties dealing at arm’s length, will
serve, amongst other, to reimburse 10 convertible
debentures issued by Power Tech of a total amount
of $ 655,000 bearing interest at the rate of
8% per year, as more fully described hereunder. The
balance will be used to develop and finance the marketing
of the Power Bucket and support Power Tech’s
working capital. Following this financing, there
will be no emergence of a controlling shareholder.
CTI Capital Inc.,
subject to completion of satisfactory due diligence,
has agreed to act as sponsor in connection with the
transaction. An agreement to sponsor should not be
construed as any assurance with respect to the merits
of the transaction or the likelihood of completion.
CMJ’s Board
of Directors has decided, in conjunction with the
sponsor, that trading in the shares of CMJ will remain
halted until completion of the Qualifying Transaction.
CMJ currently has
5,000,000 Common shares issued and outstanding. CMJ
is not a party to any agreement requiring the issue
of options, share purchase warrants or other securities
convertible into shares, except for an option granted
to CTI Capital Inc. entitling it to subscribe 400,000
Common shares of CMJ at a price of $ 0.25 up
until January 26, 2006 .
The head office of
Power Tech is located in Blainville, Québec.
Power Tech’s
important assets, primarily its patents, are also
situated in Blainville , Quebec .
Power Tech is a privately
owned company. Mr. Carol Murray of Ottawa and Mr.
Pierre Gagnon of St-Léonard are the Directors
of Power Tech. Power Tech owns all of the issued
and outstanding shares of Power Tech Canada Inc.,
a company managing the operation of Power Tech.
Power Tech is made
up of 105 Class “A” shares, and 10 convertible
debentures totaling $ 655,000 with an interest
rate of 8% per year. The convertible debentures are
numbered from 2004-001 to 2004-010 and were signed
between March 15, 2004 and June 15, 2004 . The debentures
are convertible into Power Tech Common shares. Said
debentures shall be paid off upon completion of the
Qualifying Transaction, at the latest, out of the
proceeds of the private financing of a minimum of
$ 1,750,000 and a maximum of $ 2,000,000
to be completed in Power Tech. Power Tech is not
a party to any other agreement requiring the issue
of options, share purchase warrants or other securities
convertible into shares.
Mr. Carol Murray from
Ottawa , President and a director of Power Tech,
holds 90 Class “A” shares (85.71%). Mr.
Pierre Gagnon from St-Léonard, a director
of Power Tech, holds 10 Class “A” shares
(9.52 %) and 3786111 Canada Inc., with its head
office in Ste-Julie (Québec), its sole shareholder
and director being Mr. Michel Gagnon, holds 5 Class “A” shares
(4.76 %).
According to its unaudited
financial statements for the eleven (11) months ending
August 31, 2004 , Power Tech has assets totaling
$ 654,819, liabilities of $ 585,000 and
shareholder’s equity of $ 69,814. Its
total net loss is $ 186 and it has not generated
any operating revenues.
According to its unaudited
financial statements for the eleven (11) months ending
August 31, 2004 , Power Tech Canada Inc. has assets
totaling $ 274,762, liabilities totaling $ 645,641
and shareholder’s equity of ($ 370,879).
Its total net loss is $ 370,879 and it has not
generated any operating revenues.
According to its unaudited
consolidated financial statements for the eleven
(11) months ending August 31, 2004, Power Tech has
assets totaling $ 375,256 and liabilities totaling
$ 676 321 and shareholder’s equity
of ($ 301,065). Its total net loss is $ 371,065
and it has not generated any operating revenues.
CMJ intends, with
the approval of the Exchange, to extend to Power
Tech a loan to a maximum amount of $ 250,000
guaranteed by first rank movable hypothec against
all Power Tech assets as part of the Qualifying Transaction.
The loan will be reimbursed upon demand and hold
an annual interest rate of 8%. The loan will be advanced
at least 15 days after the publication of this press
release. Power Tech will use this loan to finance
its continuing operations which are focused primarily
on the commercialization efforts of its principal
product.
The Directors of CMJ,
after giving effect to the Qualifying Transaction
shall be : Carol Murray, Dany Girard, Richard
Hélie, Mario Jacob and André Gaumond.
After giving effect
to the Qualifying Transaction, CMJ shall continue
the business of Power Tech.
Mr. Carol Murray is
President and Chief Executive Office of Power Tech.
He holds a degree in Electrical Engineering (1987)
and a Master of Science (1992) with a specialization
in Project Management from the University of Quebec
in Chicoutimi . He has been a member of “l’Ordre
des ingénieurs du Québec” since
1987. Mr. Murray has more than 17 years of experience
in different industries including aluminum, pulp
and paper, construction, engineering and optical
equipment. He was director at JDS Uniphase Corp.
in the overseas operations group in 2002 and 2003
and directed the manufacturing technology group in
2000 and 2001. He was General Manager at Copernic
Technologies (1999-2000) and Environair S.I.P.A.
Inc. (1995-1999) after being their Director of Business
Development for more than one year. Mr. Murray also
spent almost 8 years of his engineering career (between
1988 and 1995) with “la Société des
Technologies de l’Aluminium du Saguenay Limitée
(STAS Ltée)” in Chicoutimi . He began
his engineering career with Products JAC Inc. in
1987-1988.
Mr. Dany Girard has
been the Managing Director of la Caisse Populaire
Desjardins of Arvida since April 2000. He is a certified
general accountant and has been a member of “l’Ordre
des Comptables Généraux Acccrédités” of
the Province of Quebec since August 1991. Mr. Dany
Girard worked as public accountant and tax specialist
at Samson Bélair Deloitte & Touche from
September 1988 to December 1991. From December 1991
to April 1995, he acted as Director Current/Administrative
for Caisse populaire of Port-Alfred. From February
1994 to May 1997, he worked as Director of Services
to Members at Caisse populaire des Berges of La Baie.
From May 1997 to March 2000, he was Managing Director
of Caisse populaire of Kénogami.
Mr. Richard Hélie
has been Vice-President to Sales of Telebec Ltd.
since January 2003. From November 2001 to December
2002, he was Vice-President of Operations, and from
November 2002 to November 2001, Vice-President of
Sales at Telebec Ltd. Mr. Richard Hélie is
an electrical engineer and has been a member of “l’Ordre
des Ingénieurs du Québec” since
December 1988. He also holds a Certificate in Commerce
obtained in 1991 and a Masters Degree in Sciences
with a specialization in Project Management obtained
in 1995. From 1989 to 1990, Mr. Hélie worked
at Donohue as project engineer. Since 1990, he has
been working for Télébec Ltd., initially
as Engineering General Director (1990-1995), then
as Corporate Engineer (1995-1998) and President of
Telebec Mobility (1998 to September 1999). He was
the recipient of the Filon for development of the
human resources and of quality of life in enterprise
awarded by the Chamber of Commerce of Val-d’or
in 1988 and of the distinction Client Orientation
Large Enterprise at the “Gala des Mercuriades” in
1999.
Mr. Mario Jacob
is President and Director of Maximus Capital Inc.
He is Vice President and Director of LBJ Partenaires
Inc., a private management corporation since October
2000. He is also Director and Corporate Secretary
of Captial SLC Inc. (TSX Venture : SLC.P) and
was Director and Corporate Secretary of Capital Pool
Company (CPC) Les Investissements Rasa Inc. which
became Groupe Fortune 1000 Inc. after its qualifying
transaction. He is a lawyer and a member of the Barreau
du Québec. He was an associate at Flynn, Rivard
lawyers from January 1996 to October 2000. He has
held the position of Corporate Secretary of Ressources
Plexmar Inc. (TSX Venture : PLE) since
January 2002 and was also Corporate Secretary of
Lyrtech Inc. (TSX Venture : LYT) from
August 2000 to June 2001.
Mr. André Gaumond
is President, Chief Executive Officer and Director
of Mine d’Or Virginia Inc. since June 3, 1996
. He is a geological engineer and has been a member
of “l’Ordre des Ingénieurs of
Québec” since 1985. From 1981 to 1987,
Mr. André Gaumond worked as a consultant for
various mining companies. Between 1987 and 1989,
he worked as a mineral analyst for various brokers,
such as Valeurs Mobilières Pemberton Inc.,
Saumier Morrisson & Associés Ltd. and
Midland Walwyn Capital Inc. In 1989, he joined Groupe
Corpomin Inc. as financial and technical counsel.
In January 1993, he became director of Société Minière
Vior Inc. Since February 1995, Mr. André Gaumond
has been a member of the board of directors of Exploration
Azimut Inc. He is also a member of the board of directors
of SLC Capital Inc. since September 2003. Mr. Gaumond
was President of l’Association des Prospecteurs
du Québec for the year ending on September
30, 1996 and was named prospector of the year in
the Province of Quebec during the year 1996-1997.
The Officers of CMJ,
after giving effect to the Qualifying Transaction
shall be: Carol Murray (President and Chief Executive
Officer), Pierre Gagnon (Chief Operating Officer)
and Matthew Blackmore (Chief Financial Officer).
Pierre Gagnon is Chief
Operating Officer and Director of Power Tech since
October 29, 2003 . Mr. Gagnon has a background in
mechanical engineering and is a member of “L’Ordre
des ingénieurs du Québec”. Between
2001 and 2003, he was Vice-President of Atara Corporation
Inc., a corporation, specializing in the area of
industrial systems of water treatment and shaftless
screw conveyors. From 1998 to 2001, he was manager
of industrial projects mainly oriented in the pulp
and paper industry for Mesar/Environair Inc.. From
1996 to 1998, he was manager of technical services
at RAD Technologies Inc., an enterprise which designs
and manufactures equipment and accessories in the
tractor industry. In 1995, he was engineer‑assembly
plant and quality assurance for Cardotech International.
Between 1992 and 1994, Mr. Gagnon was engineer partner
for Conceptions Productique OPFAB, a consulting firm
specialized in the design and performance of turn
key projects for the optimization of industrial processes.
Between 1988 and 1992, he was Vice-President of Biolix
Inc. and between 1987 and 1989, Director-Development
and New Construction for Pizza Royale. He was also
Maritime Engineer Officer for the National Defense
from 1984 to 1987.
Matthew Blackmore
holds a Bachelors Degree in Economics, Finance & Accounting
from Wilfrid Laurier University , obtained in 1996.
He has also been a member of the Certified General
Accountants Association of Ontario since 2002. In
2004, he obtained an MBA from Queen’s University.
Mr. Blackmore is currently Chief Financial Officer
of Power Tech and has been employed by Power Tech
since April 2004. Between 2001 and 2004, he held
the position of Financial Controller at the Westin
Hotel of Ottawa. In 2000-2001, he was Financial Controller
at Lasoo Incorporated located in Toronto . In 2000,
he held the position of Director of Accounting for
the Fairmont Miramar Hotel in Santa Monica , California
. Between 1998 and 1999, he held the position of
Financial Controller for Fairmont Glitter Bay & Fairmont
Royal Pavilion in Barbados and between 1996 and 1998
he was Assistant Financial Controller for Fairmont
Tremblant located in Mont-Tremblant, Québec.
The completion of
the Qualifying Transaction is subject to a number
of conditions, including the completion of a private
financing of a minimum of $ 1,750,000 and approval
by the Exchange. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed
in the filing statement to be prepared in connection
with the Qualifying Transaction, any information
released or received with respect to the Qualifying
Transaction may not be accurate or complete and should
not be relied upon. Trading in the securities of
a capital pool company should be considered highly
speculative.
The TSX Venture Exchange
Inc. has in no way passed upon the merits of the
proposed Transaction and has neither approved nor
disapproved the contents of this press release.
For further information,
please contact:
Dany Girard
President and director
CMJ Capital Inc.
Phone: (418) 653-9339
Fax: (418) 652-0688
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