|
FACT TO DISTRIBUTE SHARES OF WHOLLY OWNED SUBSIDIARY TO EXISTING SHAREHOLDERS ON ONE FOR FIVE BASIS
In keeping with FACT's 2003 corporate mandate to streamline operations and focus on FACT's core business in the functional food arena, the company has announced the "spin-off" of its wholly-owned oil and gas subsidiary, Capital Reserve Canada Limited on the basis of one (1) share of Capital Reserve Canada Limited for every five (5) shares of FACT stock owned as of March 3, 2003.
FACT TO DISTRIBUTE SHARES OF WHOLLY OWNED SUBSIDIARY TO EXISTING
SHAREHOLDERS ON ONE FOR FIVE BASIS
Freehold, NJ -- March 6, 2003 -- FACT Corporation (OTC:BB:FCTTA), in keeping with its mandate to streamline operations in 2003 and focus on its core business -- functional premixes for the bakery industry and specialty markets - today announced that it will be distributing all of the issued and outstanding shares of the common stock of its wholly-owned subsidiary, Capital Reserve Canada Limited (CRCL"), to the existing shareholders of FACT. Each holder of FACTs Class A Common Stock as of March 3, 2003, the date for shareholders of record to participate in this distribution, will receive one (1) share of CRCL for every five (5) shares of FACT stock owned. Holders of FACTs Class C Common Stock do not have the right to participate in this distribution.
CRCL is an Alberta, Canada corporation that carries on operations in the oil and gas industry. CRCL presently owns a 5% interest in six wells and a gathering facility in a producing oil and gas field known as Chestermere, located in Alberta, which generates revenue from sales of oil, gas and natural gas liquids. Appointments of officers, directors and management with oil and gas industry experience, independent of FACT, are intended prior to the distribution of the shares of CRCL. As a result, CRCL will be operated and managed separately from FACT, aside from Mr. W. Scott Lawler, who will remain on the CRCL Board of Directors to monitor progress. Plans for CRCLs ongoing business and administration of its existing oil and gas property will be detailed in filings that will be made prior to the spin-off, including filing of an effective Form 20-F Registration Statement and an Information Statement on Schedule 14C.
As of December 31, 2002, CRCL is in debt to FACT in the amount of $636,564. As part of the spin-off, this debt will remain on the accounts of CRCL and repayment terms will be negotiated by the Boards of FACT and CRCL, after CRCLS independent board is in place.
I am pleased to be divesting our operating oil and gas subsidiary this quarter, allowing FACT management to maintain focus on our area of core competency, the functional foods arena. This action also offers existing shareholders an enhanced opportunity for return on their investment as they monitor the success of Capital Reserve Canada as an independently operated entity. It should also provide FACT the opportunity to recoup its investment in Capital Reserve Canada as the new management team enacts their corporate development plan," says Jacqueline Danforth, President of FACT.
Shareholders who have questions about the transaction described above can contact FACTs corporate development department directly at 1-888-211-7181, ext 8005.
FACT Corporation is a publicly-listed corporation that develops, sells and licenses functional premixes and formulations through its wholly-owned subsidiary, Food and Culinary Technology Group Inc., targeting clients who manufacture, distribute and market products in a variety of conventional and alternative distribution channels, including branded and private label retail opportunities, as well as food service and specialty markets. For additional information visit our corporate website at www.factfoods.com.
DISCLAIMER
Forward-Looking Statements: This press release may contain certain forward-looking statements. All statements, other than statements of historical fact, included herein, are forward looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and FACT Corporation does not undertake an obligation to update forward-looking statements should conditions or management's estimates or opinions change.
|