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Article Excerpt
TORONTO -- Anitech Enterprises Inc. (TSX.V: ANI), ("Anitech") is pleased to announce that it has entered into a non-binding letter of intent dated July 19, 2004 (the "LOI") with Amtag ID Inc. ("Amtag") providing for the reverse take-over (the "RTO") by Amtag of Anitech. The completion of the RTO will be subject to entering into a definitive agreement and other conditions, including completion of satisfactory due diligence by both parties, regulatory and shareholder approval and completion of a proposed financing. In accordance with applicable rules of the TSX Venture Exchange (the "TSX-V") relating to all reverse take-overs, trading in Antitech's shares would be halted; however, Anitech's shares are already cease traded for failure to file financial statements. Anitech is currently in the process of preparing financial statements and Amtag has agreed to provide sufficient funds to ensure that the required financial information is filed.
Terms of the RTO
Under the RTO, Amtag will be acquired by or amalgamated with Anitech. Under the terms of the RTO, Anitech will consolidate its issued and outstanding common shares on a 1 for 13 basis leaving approximately 1,500,000 common shares outstanding in the hands of the current shareholders of Anitech. Anitech will then issue 20,000,000 common shares to current shareholder of Amtag in exchange for all of the outstanding common shares in the capital of Amtag. Any shareholder advances or any advances from directors who may not be shareholders shall be converted into post consolidation common shares of Anitech on the closing of the RTO, calculated by dividing the total debt owing on closing of the RTO by the price that the common shares are sold to investors in the proposed financing.
Upon completion of the RTO (but excluding certain share issuances, including shares issued in the proposed financing), Anitech will have approximately 21.5 million common shares outstanding on a fully-diluted basis. Amtag's shareholder will own, collectively, approximately 90% of the fully-diluted equity of the resulting company while Anitech shareholders and option holders prior to the RTO will own approximately 10% of the...
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