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PRIVATE PLACEMENT
The Company announces that it has arranged, subject to regulatory approval, a non-brokered private placement of 400,000 special warrants (the Special Warrants") at a price of $0.50 per special warrant for total proceeds of $200,000. Each Special Warrant will entitle the holder to acquire one unit (a Unit"), each Unit consisting of one common share plus one-half of one share purchase warrant (a Warrant"). Each whole Warrant will entitle the holder to purchase one additional common share of the Company and will be exercisable over a two year period, at a price of $0.70 in the first year and $0.90 in the second year.
The Company has agreed to use reasonable commercial efforts to file and obtain a receipt for a final prospectus in British Columbia qualifying the distribution of the Units on or before October 30, 2001. The Company may, in lieu of filing a prospectus to qualify the distribution of the Units, file an Annual Information Form in British Columbia and obtain an acknowledgement of receipt therefore from the British Columbia Securities Commission such that the hold period on the Units will be reduced from twelve months to four months.
The Special Warrants will be exercisable at any time and from time to time on or before 5:00 p.m. (Vancouver time) on the earliest of: (i) the day which is five business days after a receipt for a (final) prospectus of the Company is issued by the British Columbia Securities Commission; (ii) the day which is five business days after the expiry of any statutory hold period or resale restriction related to the Special Warrants and the Units, if such statutory hold period or resale restriction expires or is terminated less than 365 days after the closing date; and (iii) the date which is 365 days following the closing date. Any Special Warrants not exercised on or before that date will be exercised on the subscribers behalf immediately prior thereto.
The net proceeds of the private placement will be advanced, subject to regulatory approval, to Kronofusion.com Technologies Inc. (Kronofusion") to fund the working capital requirements of Kronofusion during the completion of the acquisition by the Company of Kronofusion as the Companys qualifying transaction, announced on April 5, 2001. Kronofusion has entered into a loan agreement with the Company and has granted a General Security Agreement over its assets in favour of the Company.
Kronofusion is proceeding with the qualifying transaction with Celest Medichem, Inc. The definitive agreement is being finalized and is expected to be signed in the coming week. Following the execution of the definitive agreement, an Information Circular will be filled for review by the CDNX.
Kronofusion develops and markets a number of software and service platforms that leverage existing and next generation Internet and wireless data markets, including but not limited to 3rd generation wireless data networks. Specifically, Kronofusion has focused on real-time" remote access to computers and networks via any device that is connected to the Internet.
Kronofusion has introduced its proprietary software to a number of potential customers and data service providers and resellers. Kronofusion intends to launch a beta program leading to reseller relationships with some or all of the companies taking part, including Axion Internet and Net-Connex Internet.
This transaction is subject to the approval of the Canadian Venture Exchange and any other applicable regulatory authorities.
For more detailed information, please contact:
Aly B. Mawji
Investor Relations
Phone (604) 684-2181
ir@kronofusion.com
On behalf of the Board of Directors
CELEST MEDICHEM INC.
Hari Varshney"
Hari B. Varshney,
Director
The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.
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