BEAUCE INVESTMENTS INC.
TSX VENTURE : LIB.P

September 20, 2005 16:44 ET

Beauce Investments Inc./Announcement of a qualifying transaction and of private placements for a total amount of $1,137,500

SAINTE-FOY, QUEBEC--(CCNMatthews - Sept. 20, 2005) - Beauce Investments Inc. (TSX VENTURE:LIB.P) ("Beauce") is pleased to announce that today it has completed a qualifying transaction pursuant to which it has acquired all the Class "A" common shares of Novik Inc. ("Novik") (the "Qualifying transaction"). Further to this transaction, Beauce and Novik shall merge under the name of "Novik Inc. / Novik inc." (the "Company").

Immediately following the Qualifying transaction, and the merger, the persons named below became director of the Company:



- M. Michel Gaudreau, president, chief executive officer and
director ;
- M. Louis-Andre Gaudreau, vice-president, general manager,
secretary and director ;
- M. Michel Gaucher, director ;
- M. Gaston Robert, director ;
- M. Louis Lessard, director ;
- M. Philippe Marleau, director ; and
- M. Dominique Turcotte, director.


Private placement of an amount of $237,500

Prior to the merge, Novik completed the second phase of a private placement for a minimum amount of $2,000,000 and for a maximum amount of $3,700,000 (the " Placement "). By the second phase of the Placement, Novik issued 475,000 units, at a price of $0.50 for a total amount of $237,500. Each unit consist of one Class "A" common share in the capital stock of Novik (a "Common Share") and one Common Share purchase warrant (a "Warrant")(collectively the "Securities"). Each Warrant shall entitle its holder to acquire one Common Share at a price equal to $0.75 for a period of twelve months from the date of completion of the Qualifying transaction and at a price equal to $1.25 for an additional period of twelve months starting at the expiry of the first period.

Desjardins Securities Inc. ("Desjardins") acted as agent for the Placement. As remuneration, Novik paid Desjardins, at the closing, a commission equal to 8 % of the gross proceeds of the Placement and issued a broker's warrant which entitles Desjardins to subscribe, at any time during 24 months from the closing, a number of common shares which is equal to 8 % of the aggregate number of common shares issued pursuant to the Placement at a price of $0.50 per share.

Private placement of an amount of $900,000

At the Placement, the Company proceeded to the issuance of 1,800,000 units, for a total amount of $900,000. Each unit consists of one Common share in the capital stock of the Company at a price of $0,50 per share and one Common share purchase warrant. Each Common share purchase warrant shall entitle its holder to acquire one Common share of the Company at a price equal to $0.75 for a period of twelve months from the date of completion of the Qualifying transaction and at a price equal to $1.25 for an additional period of twelve months starting at the expiry of the first period.

Desjardins also acted as agent for the above-stated placement of an amount of $900,000. As remuneration, Novik paid Desjardins, at the closing of that private placement, a commission equal to 8 % of the gross proceeds of the above-stated private placement and issued a broker's warrant which entitles Desjardins to subscribe, at any time during 24 months from the closing of the above-stated private placement, a number of units which is equal to 8 % of the aggregate number of units issued pursuant to the above-stated private placement at a price of $0.50 per share.

Stock option plan

Finally, the Company has adopted a stock option plan (the "Plan") in favour of its employees, officers and directors of the Company or one of its subsidiaries and to its consultants (the "Plan"). The purpose of the Plan is to enable the Company, via the issuance of shares, to attract, motivate and keep the eligible participants, being A) an employee, officer or director of the Company or one of its subsidiaries and B) a consultant (an "Eligible participant"). 7,435,600 common shares have been reserved for issuance under the Plan. No stock option can be granted to an Eligible participant if such issuance as well as prior issued stock options exceed 5% of all the issued and outstanding shares of the capital stock of the Company. The number of shares reserved for issuance under the Plan can be, from time to time, increased as legally permitted, subject to the approval of the TSX Venture Exchange. However, the Company has agreed not to grant stock options under the Plan in excess of 10% of all the issued and outstanding shares of the capital stock of the Company.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Beauce Investments Inc.
    Louis Lessard
    President, Chief executive officer and Director
    (418) 650-4171
    (418) 650-4922 (FAX)
    lesl@videotron.ca
    or
    Novik inc.
    Michel Gaudreau
    President, Chief Excutive Officer, Secretary and Director
    (418) 878-6161
    (418) 878-6164 (FAX)
    micgau@novik.com