TORONTO, ONTARIO announced that FPN entered into a letter of
intent dated April 26, 2007, with Olympus Management Limited
("OML") to acquire control of FPN by providing cash and vending in
certain assets. OML is a private Ontario corporation, owned and
operated by noted media entrepreneur Moses Znaimer.
A Management Information Circular dated November 22, 2007
containing the details of the meeting and the proposed transaction
has been prepared and filed on www.sedar.com. The Management
Information Circular will be mailed to shareholders of record as at
October 30, 2007.
The annual and special meeting of the shareholders of FPN will
be held at Suite 1304, 27 Queen Street East, Toronto, Ontario, M5C
2M6 on the 28th day of December, 2007, at the hour of 9:00 o'clock
in the morning (Toronto time) for the following purposes:
1. To receive the audited financial statements of the
Corporation for the fiscal year ended June 30, 2007, together with
the report of the auditors thereon;
2. To authorize the board of directors to determine in their
discretion the number of directors serving on the Corporation's
board of directors;
3. To elect directors of the Corporation as nominated by
management;
4. To appoint the auditor of the Corporation for the ensuing
year and to authorize the board of directors to fix the auditor's
remuneration;
5. To consider and if thought appropriate, approve the following
resolutions regarding certain matters herein referred to as the
"Reverse Take-Over":
(a) an ordinary resolution approving the issuance of 30,000,000
common shares of FPN and common share purchase warrants to acquire
30,000,000 common shares of FPN in an arm's length private
placement to a new controlling shareholder of the Corporation, as
more particularly described in the Management Information Circular
(the full text of the proposed ordinary resolution is attached to
the Management Information Circular as Schedule "A");
(b) an ordinary resolution authorizing the issuance of
42,500,000 common shares of FPN to the shareholders of Kemur
Publishing Co. Ltd. ("Kemur") in exchange for all the issued and
outstanding shares of Kemur pursuant to a transaction with the new
controlling shareholder and a non-arm's length party, as more
particularly described in the Management Information Circular (the
full text of the proposed ordinary resolution is attached to the
Management Information Circular as Schedule "B");
(c) an ordinary resolution authorizing the issuance of
71,000,000 common shares of FPN to the new controlling shareholder
in consideration for the acquisition of certain marketing and
licensing rights, as more particularly described in the Management
Information Circular (the full text of the proposed ordinary
resolution is attached to the Management Information Circular as
Schedule "C"); and
(d) an ordinary resolution increasing the number of shares
available for granting under the FPN stock option plan for the
directors, officers, employees and consultants from 4,597,000 FPN
Shares to 34,000,000 FPN Shares (a copy of this resolution is
attached to the Management Information Circular as Schedule
"D").
6. To transact such further or other business as may properly
come before the meeting or any adjournment or adjournments
thereof.
Members of the Morgenthau family own 1068265 Ontario Limited,
which currently holds 9,200,000 common shares of FPN representing
34% of the 27,038,803 common shares currently outstanding.
Accordingly, this aspect of the proposed transaction is non arm's
length and shares held by the Morgenthau family may not be voted on
the items of business relating to the Reverse Take-Over. Eric L.
Vengroff, President, director and Chief Executive Officer of FPN,
is related to the Morgenthau family and abstained from
consideration and approval of the proposed transaction by the Board
of Directors of FPN.
FPN currently has 27,038,803 shares issued and outstanding,
500,000 shares subject to issuance pursuant to common share
purchase warrants exercisable at $0.15 per share and 3,479,999
shares subject to issuance pursuant to management incentive options
exercisable at $0.10 per share. The Reverse Take-Over is expected
to close on or before December 31, 2007. As a result of this
acquisition, FPN will have an aggregate of 170,538,800 common
shares issued and outstanding, 45,596,017 common shares subject to
issuance at $0.10 per share and 500,000 common shares subject to
issuance at $0.15 per share. On a non-diluted basis, OML will own
131,000,000 common shares representing 76.8% of the issued and
outstanding common shares.
Upon completion of the transaction, Moses Znaimer will be
appointed as President and CEO of FPN. Eric L. Vengroff and David
J. Cravit will be appointed as Executive Vice Presidents, and
Gordon A. Poland will be appointed as Chief Financial Officer. Eric
L. Vengroff and David J. Cravit are currently officers of FPN.
Gordon A. Poland is currently an officer of Kemur Publishing. The
board of directors will consist of Moses Znaimer, Julia Johnston,
George H. Grant, Jason Tafler and Dr. David R. Morgenthau.
Completion of the transaction is subject to a number of
conditions, including but not limited to acceptance by the TSX
Venture Exchange 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 released in connection with
the transaction, any information released or received with respect
to the transaction between FPN, OML and the Morgenthau family may
not be accurate or complete and should not be relied upon. Any
trading in the securities of FPN should be considered highly
speculative.
Trading in the shares of FPN continues to be halted by the TSX
Venture Exchange and trading will not resume until such time as the
TSX Venture Exchange has completed customary file review and due
diligence procedures. Management of FPN does not anticipate that
trading in the shares of FPN will resume until the proposed
transactions are completed or abandoned.
About Fifty-Plus.Net International Inc.
Fifty-Plus.Net International Inc. (FPN) operates as The 50Plus
Group, Canada's leading provider of online content targeting the
50+ age group. Altogether, the 50Plus Group's portfolio of web
sites and electronic newsletters delivers over 2 million pages
views per month. The key property is www.50plus.com, delivering a
wide range of information, entertainment, community (forums,
dating, blogs) and commerce together with four electronic
newsletters (health, money, travel, lifestyle), each of which has
over 120,000 opt-in subscribers.
The 50Plus Group also produces and manages www.carp.ca, the
online home of CARP, Canada's Association for the Fifty-Plus. With
almost 400,000 members, CARP is Canada's largest association for
the 50+. In addition, The 50Plus Group has recently launched
www.nomorewaiting.info, a web site focusing on CARP's advocacy
campaign, "No More Waiting," which aims to influence governments to
improve health care performance. The 50Plus Group also produces
CARP Action Online, an electronic newsletter for CARP members.
The 50Plus Group has a strategic alliance with Decima Research,
to develop original research on the 50+ market, its demographics,
psychographics and purchasing behavior.
Cautionary note on forward-looking statements
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein. Certain statements
made in this release are "forward-looking statements" which may
include, without limitation, any statement that may predict,
forecast, indicate or imply future results, performance or
achievements, and may contain the words 'believe,' 'anticipate,'
'expect,' 'estimate,' 'project,' 'will be,' 'will continue,' 'will
likely result' or similar words or phrases. Forward-looking
statements involve risks and uncertainties, which may cause actual
results to differ materially from the forward-looking statements.
The risks and uncertainties are detailed from time to time in
filings by Fifty-Plus.Net International Inc. with provincial
securities commissions. New risk factors emerge from time to time
and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on
the Company's business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of
actual results.
The TSX Venture Exchange has not passed on the merits of the
proposed transactions.
Contacts: Fifty-Plus.Net International Inc. Eric Vengroff
President (416) 363-7063, ext. 235 Email: e.vengroff@50plus.com
Website: www.50plus.com
Fifty-Plus.Net International Com Npv (TSXV:FPN)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Fifty-Plus.Net International Com Npv (TSXV:FPN)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024
