LETTER OF INTENT FOR ACQUISITION OF MINAEAN VENTURES INC.
LETTER OF INTENT FOR ACQUISITION OF MINAEAN VENTURES INC.
(PRWEB) October 9, 2002
BERKSHIRE CAPITAL CORP.
FOR IMMEDIATE RELEASE
Monday, October 7, 2002
Contact: Investor Relations (No.2002-10-01)
Phone (604) 684-2181
info@varshneycapital.com
LETTER OF INTENT FOR ACQUISITION OF MINAEAN VENTURES INC.
Vancouver, BC, October 4, 2002, ÂBerkshire Capital Corp. (TSX Venture  BKH) (ÂBerkshireÂ) is pleased to announce that it has entered into a letter of intent (the ÂLetter of IntentÂ) dated September 24, 2002, as amended, with the principal shareholder of Minaean Ventures Inc. (ÂMinaeanÂ), pursuant to which Berkshire has agreed to make an offer to purchase (the ÂProposed AcquisitionÂ) all of the issued and outstanding shares of Minaean in consideration for an aggregate of 11,530,000 common shares of Berkshire at a deemed price of $ 0.25 per share.
Minaean is a private company incorporated in 2000 under the laws of British Columbia. Minaean’s core business is the development and production of the “Vesta” quick building framing system that utilizes load-bearing steel panels in place of traditional “stick build” construction methods based on wood or steel studs. Minaean has focused its initial marketing efforts in India, to penetrate its massive housing market (Business India Magazine, August 19th, 2002 issue, reports that there is a shortfall of 41 million homes in India). Although MinaeanÂs initial focus is India, there are plans to enter other markets including North America, Latin America, and other countries within Asia. The research and development of Minaean’s rapid construction technology processes have been completed at the company’s headquarters in Surrey, British Columbia, where mind and management are also resident.
It is anticipated that following completion of the Proposed Acquisition, the resulting issuer would be classified as a Tier 2 Industrial Issuer on the TSX Venture Exchange.
Based on management prepared financial statements as at the year ended March 31, 2002, Minaean had total assets of $ 564,000 and total liabilities of $ 111,600. For the fiscal year ended March 31, 2002, Minaean had revenues of $ 16,771 (net loss of $ 135,789) as compared to nil (net loss of $ 13,159) for the prior fiscal year.
The Proposed Acquisition was negotiated at armÂs length between the parties and as at the date of the Letter of Intent, no directors or officers of Berkshire are also directors or officers of Minaean. The controlling shareholders of Minean are Captain Mervyn Pinto and his wife, Patricia Pinto, both of whom reside in British Columbia, and who together, directly and indirectly, own 4,435,000 common shares. Their combined shareholdings represent 38.5% of the issued and outstanding shares of Minean. The remaining 61.5% of the issued and outstanding common shares of Minean are held by approximately 33 minority shareholders.
The Letter of Intent contemplates Berkshire advancing Minaean Cdn $ 100,000 prior to the closing of the Proposed Acquisition, subject to all necessary approvals. The proceeds of this advance will be used by Minaean to further the development and marketing of Minaean’s business.
In conjunction with the Proposed Acquisition, Berkshire will be completing a private placement (the ÂPrivate PlacementÂ). Subject to regulatory approval, Berkshire will complete a private placement of up to 2,400,000 units at a price of $ 0.25 per unit, for maximum gross proceeds of $ 600,000. Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant in turn will entitle the holder to purchase one additional common share of Berkshire at a price of $ 0.30 per share in the first year following issuance and at $ 0.40 per share thereafter, up to the second anniversary of the date of issuance. It is currently anticipated that the private placement will be non-brokered and that the majority of the private placement subscribers will be at arm’s length to Berkshire and Minaean.
It is anticipated that concurrent with the closing of the Proposed Acquisition and Private Placement, various seed capital shareholders of Berkshire will sell a minimum of 960,000 common shares to a company of which a director of Berkshire is a principal. The completion of the escrow share purchase and resulting transfer within escrow is subject to all necessary regulatory approvals.
A finderÂs fee of up to 300,000 common shares will be issued in conjunction with the Proposed Acquisition to Dr. Rakesh Shankar, an armÂs length party, subject to regulatory approval and an applicable prospectus exemption.
Berkshire also intends to adopt a stock option plan permitting the granting of incentive stock options up to 20% of the issued and outstanding common shares of Berkshire. A price of $ 0.25 per share is hereby reserved for any grant of stock options on or around the closing of the Proposed Acquisition.
The Proposed Acquisition of the outstanding shares of Minean and issuance by Berkshire of common shares in consideration thereof will constitute the “qualifying transaction” of Berkshire under the policies of the TSX Venture Exchange and as a result is subject to both shareholder and regulatory approval. Furthermore, any common shares of Berkshire received by the principal shareholders of Minaean as part of the transaction will be subject to any required statutory and regulatory escrow or hold periods.
Canaccord Capital Corporation, subject to completion of satisfactory due diligence, has agreed to act as sponsor to Berkshire in connection with the transaction and will be paid a sponsorship fee therefore. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction of the likelihood of completion.
Upon completion of the Proposed Acquisition, it is anticipated that Berkshire will have four directors, two of which will be nominated by the current management of Berkshire and two of which will be nominated by the current management of Minaean. The following is a summary of the proposed directors upon completion of the transaction.
Peeyush Varshney, L.L.B., Director
Peeyush Varshney graduated from the University of British Columbia with a Bachelor of Commerce Degree (Finance) in 1989 and graduated in 1993 with a Bachelor of Laws, again from the University of British Columbia. He then articled at Farris, Vaughan, Wills, & Murphy, Vancouver, B.C., in 1993/1994 and has been a member of the Law Society of British Columbia since September 1994. Mr. Varshney worked as an associate lawyer at the law firm of Campney & Murphy, Vancouver, B.C., from September 1994 to July 1996, primarily in securities law. Mr. Varshney was a principal of the Varshney Chowdhry Group from August 1996 to December 1999. Since January 2000 Mr. Varshney has been a principal of Varshney Capital Corp., a corporate finance and venture capital firm. He is currently a director or officer of several public companies listed on the TSX Venture Exchange. He also serves as a director of the Varshney Family Charitable Foundation.
Hari B. Varshney, Director
Mr. Varshney, a Chartered Accountant, is President of Varshney Capital Corp., a merchant banking and venture capital firm. Over the past 17 years, Mr. Varshney has been a director and/or officer of several public companies trading on various North American exchanges. Mr. Varshney received a Bachelor of Commerce degree (1960) and a Masters of Commerce degree (1962) from Agra University in India, and received his designation (1971) as a Chartered Accountant from the Institute of Chartered Accountants of British Columbia. He has supported various charitable projects and is currently a director of St. Paul’s Hospital Foundation.
Captain Mervyn Pinto, C.E.O. and Director
Capt. Mervyn Pinto has over twenty-five years experience in shipping and international trade. After a successful sailing career, Mervyn commenced his business/entrepreneurial career by setting up a marine surveying and consulting company. In a bid to expand further, in 1984 he acquired a majority shareholding in Mercator Shipping (Mercator), located in Bombay, India, and took over as Chairman and Managing Director.
With Mercator, Capt. Pinto was instrumental in securing a contract with the Oil and Natural Gas Commission in Bombay, India, and pioneering Inland Waterways in Gujurat, India. He took the company considerably forward in the Indian shipping industry. A joint venture operation between Mercator and Norpol Environmental Services of Norway resulted in the acquisition and dispatch of MT Al Waasit to the Persian Gulf for oil cleanup operations immediately following the 1991 Gulf War. He also operated the Norpol Line that serviced trade between the Middle East and the Indian subcontinent with more than 500 containers. In 1997, Capt. Pinto wound down the operations of Mercator to be able to pursue other business opportunities.
Capt. Pinto was given an award recognizing him as the youngest Master of the Indian Merchant Navy in 1975. He was bestowed the honor of mastering the vessel that inaugurated the opening of Jebel Ali Port in Dubai.
Captain Pinto is completing his C.I.T.P. (Certified International Trade Professional) certification with BCISIT (British Columbia Institute for Studies in International trade) in Vancouver.
Keith Scott, C.F.O. and Director
Keith Scott is a graduate of the Canadian Forces College in Toronto. His major areas of study included Business Management and Political Science. He achieved the professional accounting designation of Certified General Accountant (CGA) in 1971 through studies at Carleton University in Ottawa.
During his career he has held senior positions in government, education and business.
Mr. Scott served with distinction as a pilot and senior staff officer in the Royal Canadian Air Force. Senior appointments included serving as Director of Training Information Services and Director of Personnel Information Systems at the National Defense Headquarters in Ottawa. He retired from the Air Force with the rank of Lieutenant Colonel and in 1979 was made an officer in the Order of Military Merit (OMM) in recognition of his outstanding service to Canada.
In the field of education, Mr. Scott served as the Director of Finance and Administration at Lakefield College in Peterborough, Ontario. He has lectured in the business programs of several academic institutions. Mr. Scott has also acted as an academic advisor in the business programs at Loyalist College in Belleville, Ontario and Sir Sanford Fleming College in Peterborough, Ontario and the Sid Craig School of Business, California State University, Fresno California.
Prior to his appointment as Vice President Education and subsequently as Senior Vice-President International for CGA-Canada, Mr. Scott held a number of volunteer positions with the CGA Association including President of the Certified General Accountants Association of Ontario and Chairman of the CGA-Canada education committee. In 1996, Mr.Scott was awarded an honorary professorship by the University of International Business and Economics (UIBE), Beijing, China, and he currently serves as the Chairman of the Board of the Hong Kong International Accountants Association headquartered in Beijing, China.
Berkshire will not be proceeding with the acquisition of all of the issued and outstanding securities of Floodfighter Corp. as initially announced in a press release dated March 15, 2001. Berkshire has not advanced any funds to Floodfighter Corp.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture 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.
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 takeover 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.
On behalf of the Board of Directors
 Peeyush Varshney Â
Peeyush Varshney, Director
For further information, please contact:
Peeyush Varshney
(604) 684-2181
The TSX 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.
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