BERNARD KLEIN HOLDINGS LTD.

January 04, 2005 16:45 ET

Bernard Klein Holdings Ltd.: Acquisition of Securities of Strategic Vista International Inc.- Early Warning Requirements


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: BERNARD KLEIN HOLDINGS LTD.

JANUARY 4, 2005 - 16:45 ET

Bernard Klein Holdings Ltd.: Acquisition of Securities
of Strategic Vista International Inc.- Early Warning
Requirements

MARKHAM, ONTARIO--(CCNMatthews - Jan. 4, 2005) - On January 1, 2005,
Bernard Klein Holdings Ltd. (the "Company") acquired ownership and
control, directly and indirectly, of 1,828,666 common shares of
Strategic Vista International Inc. ("SVII").

Immediately after the acquisition referred to above, the Company owns
and controls, directly or indirectly, 8,117,761 common shares of SVII.

The Company is private company which is controlled by Bernard Klein. The
Company acquired ownership over common shares of Strategic Vista
International Inc. ("SVII") pursuant to a reorganization effective
January 1, 2005 (the "Reorganization"). Specifically, the following
transactions gave rise to the Company's acquisition of ownership of the
SVII shares:

a) Sonigem Products Inc. ("Sonigem") and Magnasonic Canada Corp. ("MCC")
underwent a statutory amalgamation under the Business Corporations Act
(Ontario). Prior to the amalgamation, Sonigem was the owner of 3,000,000
common shares of SVII, and MCC was the owner of 2,486,000 common shares
of SVII. The resultant amalgamated corporation thereby became the owner
of a total of 5,486,000 common shares of SVII. The name of the
amalgamated corporation is Magnasonic Canada Corp. ("MCC2").

b) Following the amalgamation referred to in (a), MCC2 entered into an
Asset Purchase Agreement effective January 1, 2005 between MCC2, the
Company, Eli Klein Holdings Inc. ("Elico") and Reuben Klein Holdings
Ltd. ("Reubenco"), pursuant to which all of the SVII shares held by MCC2
were sold in the amount of 1,828,668 SVII common shares to the Offeror,
1,828,666 to Reubenco and 1,828,666 to Elico.

c) 1080583 Ontario Inc. owned 150,000 common shares in SVII prior to
January 1, 2005. As a part of the Reorganization, the Company, Reubenco,
Elico and 1080583 Ontario Inc. entered into an Asset Purchase Agreement
effective January 1, 2005, pursuant to which the Company, Reubenco and
Elico each acquired one third (1/3) of 1080583 Ontario Inc.'s holdings
in SVII, each such one third (1/3) interest being 50,000 common shares
of SVII.

d) In total, pursuant to the Reorganization, the Company acquired a
total of 1,878,668 SVII common shares.

Bernard Klein acts jointly or in concert with the Company.

Pursuant to an agreement between Bernard Klein, Reuben Klein and Eli
Klein, the three of them act jointly with respect to the voting shares
of SVII controlled by any of them (the "Voting Agreement"). Following is
a description of the Klein family ownership of SVII common shares, and
as a result of the Voting Agreement all such shares are deemed to be
controlled by each of Eli Klein, Bernard Klein and Reuben Klein acting
alone.

a) Bernard Klein owns 470,000 SVII common shares.

b) The Company (a private company controlled by Bernard Klein) owns
369,724 SVII common shares.

c) Reuben Klein owns 222,037 SVII common shares.

d) Strategic Choice Ltd. (a private company in which Bernard Klein,
Reuben Klein and Eli Klein each hold a one third (1/3) interest, owns
1,420,000 SVII common shares.

e) Prior to the Reorganization, 1080583 Ontario Inc. (a private company
which is controlled by Bernard Klein, Reuben Klein and Eli Klein) owned
150,000 SVII common shares.

f) Prior to the Reorganization, MCC (a private company which is
controlled by Bernard Klein, Reuben Klein and Eli Klein) owned 2,486,000
SVII common shares.

g) Prior to the Reorganization, Sonigem Products Inc. (a private company
controlled by MCC prior to the Reorganization) owned 3,000,000 SVII
common shares.

Therefore, the number of SVII common shares that Bernard Klein held
control or direction over prior to the Reorganization in the aggregate
was 8,117,761.

Following the Reorganization, Bernard Klein maintained direction and
control over the aforementioned 8,117,761 SVII common shares pursuant to
the Voting Agreement. The Company obtained direct ownership of 1,878,668
SVII common shares pursuant to the Reorganization, as set out in 2,
above.

The total number of SVII common shares that the Company, acting jointly
with Bernard Klein, directs or controls following the Reorganization, is
therefore identical to that which it controlled prior to the
Reorganization, being 8,117,761.

For the purposes of the Company and persons acting jointly or in concert
with the Company, the Reorganization resulted in changes to legal
ownership of SVII common shares while there was no change in control
over such shares.

The transactions giving rise to this disclosure were carried out
privately.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Bernard Klein Holdings Ltd.
    Michael Singer
    (416) 224-8383