Kasten Chase Applied Research Limited
TSX : KCA

Kasten Chase Applied Research Limited

February 21, 2007 19:18 ET

Kasten Chase Applied Research Ltd. Announces Results of Voting at the Special Meeting of Shareholders Held on February 19, 2007

TORONTO, ONTARIO--(CCNMatthews - Feb. 21, 2007) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICES.

Kasten Chase Applied Research Ltd. (TSX:KCA) ("Kasten" or the "Corporation") is pleased to announce the results of voting at the special meeting (the "Meeting") of shareholders of the Corporation held on February 19, 2007.

The following matters were approved by the requisite vote of shareholders of the Corporation at the Meeting:

1. the fixing of the number of members of the board of directors of the Corporation to be elected at five (5);

2. the election of Harry L. Knutson, Richard M. Wlodarczak, Al J. Kroontje, J.G. (Jeff) Lawson and Jay B. Simmons as directors of the Corporation;

3. the appointment of KPMG LLP, Chartered Accountants, as the auditors of the Corporation;

4. the investment proposal (the "Investment Proposal") of Nova Bancorp Ltd. ("Nova Bancorp") as more particularly described in the information circular (the "Information Circular") of the Corporation dated January 23, 2007 which includes: (1) the subscription by Nova Bancorp and/or certain nominees for common shares (the "Common Shares") of the Corporation for aggregate subscription proceeds of $200,000, and (2) the subscription by Nova Bancorp and/or certain nominees for a principal amount of $1,250,000 in interest bearing secured notes of the Corporation;

5. the declaration of a dividend in connection with the Investment Proposal of substantially all of the Corporation's assets in the form of a cash dividend equal to the total of (i) the residual cash currently held by Ernst & Young LLP, the trustee in bankruptcy to the Corporation (the "Trustee in Bankruptcy"), and (ii) $1,450,000 net of any costs incurred by the Trustee in Bankruptcy and/or the Corporation to complete the administration of the estates, the Investment Proposal and the distribution of the proceeds to the shareholders of the Corporation (who are shareholders prior to the completion of the Investment Proposal), such dividend to be paid to holders of the Common Shares as soon as practical after the completion of the Investment Proposal;

6. the amendment of the articles of the Corporation to consolidate the number of authorized, issued and outstanding Common Shares on the basis of one (1) consolidated Common Share for up to a maximum of each ten (10) issued and outstanding Common Shares, all as more particularly described in the Information Circular;

7. the continuance of the Corporation from the Province of Ontario under the Business Corporations Act (Ontario) to the Province of Alberta under the Business Corporations Act (Alberta);

8. repeal of the existing By-Laws of the Corporation and the adoption of new By-Laws upon the completion of the continuance of the Corporation from Ontario to Alberta;

9. the amendment of the articles of the Corporation to create a class of non-voting common shares of the Corporation, as described in the Information Circular; and

10. the adoption of a new stock option plan of the Corporation, as described in the Information Circular.

Although approved at the Meeting, a number of conditions, which are more fully described in the Information Circular, are required to be fulfilled prior to the final completion of matters 4 through 10 noted above. Copies of the Information Circular may be obtained on SEDAR at www.sedar.com.

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

Contact Information

  • Kasten Chase Applied Research Ltd.
    c/o Nova Bancorp Ltd.
    Attention: Richard M. Wlodarczak
    Suite 1050, 1075 West Georgia Street
    Vancouver, BC V6E 3C9
    Email: rickwlodarczak@novabancorp.com