NATURE GENETIKS CAPITAL INC.
TSX VENTURE : LNG.P

June 09, 2005 15:18 ET

Nature Genetiks Capital Inc. Announces the Signature of a Letter of Offer Regarding a Qualifying Transaction

LAVAL, QUEBEC--(CCNMatthews - June 9, 2005) - Nature Genetiks Capital Inc. ("Genetiks"), a capital pool corporation (TSX VENTURE:LNG.P), is proud to announce the signing of a letter of offer on April 22, 2005 (the "Letter of Offer") providing for the acquisition of all the issued and outstanding shares of Ifordesign Inc. ("Ifordesign") and Evolutra Inc. ("Evolutra"), two sister companies (collectively, the "Target Companies" or the "Evolutra Group of Corporations").

Under the terms of the Letter of Offer, Genetiks intends to enter into a formal share purchase and exchange agreement for a total consideration of $6,200,000, payable by the issuance of 17,142,857 common shares of Genetiks, at a price of $0,35 per share which represents a total of $6,000,000 together with the payment of an amount of $195,000 payable in cash among all of Ifordesign's shareholders on a proportional basis, and the payment of $5,000 payable in cash to all of Evolutra's shareholders on a proportional basis in order to acquire all the issued and outstanding shares of Evolutra. Furthermore, Genetiks agreed to disburse a twenty-five thousand dollars ($25,000) non-guarantee redeemable advance to Ifordesign bearing no interest until its redeemable date, being September 30, 2005. This transaction constitutes the qualifying transaction of Genetiks pursuant to the applicable regulations of the TSX Venture Exchange Inc. (the "TSX-V Exchange") and is hereinafter referred to as the "Qualifying Transaction".

The conditions preceding the completion of the Qualifying Transaction are the following:



(i) the completion of a due diligence investigation of the Evolutra
Group of Corporations by Genetiks;
(ii) the closing of a private or public placement, of minimum amount
of $1,000,000, but no more than $3,000,000, in the form of
securities of Genetiks to be issued at a price of $0,35 each
under the terms and conditions to be agreed upon between
Genetiks and Evolutra Group of Corporations;
(iii) receipt of a sponsorship report from a firm recognized by the
TSX-V Exchange, in accordance with the requirements of the
TSX-V Exchange;
(iv) receipt of all required regulatory authorizations pursuant to
the laws, regulations and applicable policies; and
(v) the absence of any adverse material change in the Evolutra
Group of Corporations' affairs from April 22, 2005 until the
date of the closing of the Qualifying Transaction.


The true vendors in relation to the Qualifying Transaction are the shareholders of Ifordesign and Evolutra, being: (i) Mr. Yves Besner of Cantley (Quebec), (ii) Mrs. Elaine Brown of Calgary (Alberta), (iii) Mrs. Isabel Rodriguez of Cantley (Quebec), (iv) Mr. Howard Van Pelt of McKinney (Texas, U.S.A.), (v) Mr. Jonathan Guimont of Gatineau (Quebec) and (vi) Mr. Francois Deschamps of Quebec (Quebec).

Mr. Yves Besner and Mrs. Elaine Brown are the sole directors and shareholders of Ifordesign and Evolutra.

The head office of the Evolutra Group of Corporations is situated at 125 Wellington Street, Gatineau, Quebec and all material assets of the Evolutra Group of Corporations are located at this address.

Over the past eleven years, the Evolutra Group of Corporations has been mainly involved through Ifordesign in (i) the professional development of web sites for various clients such as the NAFTA Secretariat, Sports-Quebec, Commonwealth Games of Canada, Swimming Canada, Royal Canadian Mounted Police, Natural Resources Canada, Office of the Superintendant of Financial Institutions Canada, Canada Science and Technology Museum, Chicken Farmers of Canada such as (ii) the offering of web site management solutions offered under the "Standard", "Enterprise" and "On Demand" Evolutra software versions.

As of today, the Evolutra role is to own the intellectual property related to the Evolutra software and as such, Evolutra has no other activities. Further details on the Evolutra Group of Corporations products and services are available at http://www.evolutra.com.

Following the completion of the Qualifying Transaction, the Evolutra Group of Corporations intends to continue their current activities.

As of May 31, 2004, the date of the annual non-audited financial statement, the Evolutra Group of Corporations has revenues of $1,053,834 from sales and rendered services for a net income of $123,474 including an amount of $245,200 as research and development tax credits. The Evolutra Group of Corporations has also registered a positive shareholders equity of $216,085, assets totalling $586,211 together with current liabilities of $232,316, a long term debt of $137,610 for liabilities totalling $369,926. For the remaining interim eleven month period ending April 30, 2005 the Evolutra Group of Corporations registered $613,194 as revenues of which an amount of $118,418 originated from the licenses of the Evolutra software for a negative net income of $42,156, including research and development expenses of $273,817. The Evolutra Group of Corporations has also registered a positive shareholders equity of $173,929, assets totalling $438,628, a short term debt of $65,017, a long term debt of $199,482 for liabilities totalling $264,499.

After giving effect to the Qualifying Transaction, excluding the securities which may be issued in the concurrent private or public placement of $1,000,000, 22,476,192 common shares of Genetiks will be issued and outstanding of which 17,142,857 shares will be issued upon completion of the Qualifying Transaction.

The proceeds raised from the placement will be used to continue the research and development of the "On Demand" service offerings which will be available with the Evolutra "Lite" Software. The proceeds will also be applied to the commercialization of the "Enterprise" and "Lite" Software versions.

The Qualifying Transaction shall not be subject to the approval of the shareholders of Genetiks. The Qualifying Transaction is an arm's length transaction. Evolutra Group of Corporations and its officers and Genetiks and its officers are not considered related parties pursuant to the applicable securities laws.

Once the Qualifying Transaction is completed, it is anticipated that the persons considered as insiders of Genetiks will be Mr. Yves Besner as President, CEO and Director, Mrs. Elaine Brown as Vice-President and Director, Mr. Howard Van Pelt as Chairman of the Board and Director, Mr. Alexandre Jarry as Secretary and Director as well as Mrs. Isabel Rodriguez, Mr. Robert J. Cajolet and Mr. Paul Vaillancourt as Directors.

Mr. Yves Besner, 31 years of age, has earned an Advanced Computer Programming Diploma at Cite Collegiale on June 10, 1992, an Applied Information Technology Diploma at the Information Technology Institute on July 20, 1994. Mr. Besner is the director and founder of Ifordesign and Evolutra and the President and Chief Executive Officer of both corporations. Under his management, Ifordesign's annual income reached $1,053,834 in 2004. Over the past eleven years, he has led Ifordesign and had been personally engaged in the development of over 2,000 distinct web sites, online solutions and has integrated "Web Content Management Solutions" (WCMS) with numerous clients.
Mrs. Elaine Brown, 36 years of age, has completed a Diploma at the Northern Alberta Institute of Technology in 1991. Since January 2002, she is the founder and President of OEM Systems Inc. a company that specialises in selling customized computers for specific clients' applications. From November 1999 to January 2003, she has been the Sales and Operations Coordinator at Fiberspar Canada Inc. Once the Qualifying Transaction is completed, Mrs. Brown will be the Vice-President of Genetiks.

Mr. Howard Van Pelt, 62 years of age, completed advanced studies at the New York Institute of Finance in 1969 and was the founder of Rocky Mountain Mortgage Ltd. and First Western Financial Corporation during the 1980's. Mr. Van Pelt is a well-known leader in the U.S. election industry as he has been involved in the management of two major election equipment companies in the U.S. Since May 2001 until the date of the Qualifying Transaction, he was President and Chief Executive Officer of Advanced Voting Solutions, Inc., a company providing computer systems security for electronic voting in the major American elections. His experience in providing election related solutions to cites, counties ad state governments dates to 1970 when he became a Regional Sales Manager for Computer Election Systems. From 1991 to 2000, he served as the President and Director of Global Election Systems a company that had its shares traded on the Toronto Stock Exchange and that was acquired by Diebold Inc. in a takeover bid. Computer Election Systems Inc develops hardware and software systems for the secure electronic tallying of ballots together with touch screen voting equipment and applications for managing the voting process. His other accomplishments include being a member of the Board of Directors of the Greater Albuquerque Chamber of Commerce, the Presbyterian Hospital Health Care Foundation, the Center for Entrepreneurship for the Robert O. Anderson School of Business of the University of New Mexico, the New Mexico Governor's 1988 Transition Team for State Finance, and of the New Mexico Amigos. Once the Qualifying Transaction is completed, Mr. Van Pelt will be the Chairman of the Board of Directors of Genetiks.

Mrs. Isabel Rodriguez, 28 years of age, has successfully completed a diploma in Information Technology at the Information Technology Institute and an Advanced Programming course at the Cite Collegiale and she is presently completing a Psychology diploma at the University of Quebec. Mrs. Rodriguez is a member of the founding team of Ifordesign Inc., since 1994, she has been responsible for a number of Ifordesign Inc.'s key projects, the marketing, the public relations such as the consulting services department of Ifordesign Inc. She is also a consultant for the Business Development Bank of Canada E-Strat Program. Once the qualifying transaction is completed, Mrs. Rodriguez will pursue her functions with Ifordesign Inc.

Mr. Robert J. Cajolet, 63 years of age, has successfully completed the program Owner/President Management from the Harvard Business School of Boston. He is a Director of the corporation since January 2004 and he also occupies the position of Vice-President of Auvents Multiples Inc. since January 2003. From June 1990 to December 2002 he was president of Camelot-Info Inc. (known in 2000 as Camelot, a division of Groupe Archambault a division of Quebecor Media Inc.

Me Alexandre Jarry, 30 years of age, is the Director and Secretary of Genetiks since January 15, 2004. Me Jarry is a member of the Quebec Bar since 1997 and holds a Bachelor of Civil Law from the University of Ottawa. Since August 2002 he co-founded the law firm Jarry Bazinet, Legal and Business Counsellors Inc. and practices business law. He is also director of the Board of Directors of the Laval Chamber of Commerce and Industry since 2002 and Vice-President since 2004. Me Jarry is also a member of the Investment Committee of Desjardins Capital de Developpement Montreal Metropolitain, Ouest et Nord du Quebec inc. since December 2003.

Mr. Paul Vaillancourt, 62 of years of age, has completed his science courses in 1960 and his Interior Arrangement Diploma in 1965. Since 1955, he has been a Senior Partner and Vice-President, Sales & Marketing of Meubles Vaillancourt as well as Vice-President of Vaillancourt et Associate Designer, since 1975. He is also the President of Cordev Inc., a company involved in the real estate business since 1986, and the president of the Conseil national du meuble since 1994. He has also been the President of the Corporation des marchands de meubles du Quebec from 1988 to 1994 and the President and Director of the Laval Chamber of Commerce from 1987 to 1988. Mr. Vaillancourt has been a member of the Advisory Committee for the Board of Directors of Rogers Communications Inc. from 1993 to 2004 and of the Advisory Committee of Cisco Systems Canada Inc. from 1998 to 2003. He has also a valuable experience in international business as he participated in two trade missions (Asia and California), and has participated annually, since 1986 in the International Market event in Milan and in the High Point event in North Carolina twice a year since 1985.

Genetiks and the Evolutra Group of Corporations have agreed to resort to the services of a sponsor, to be determined at a later date.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSX-V Exchange acceptance and if applicable pursuant to TSX-V Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until 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 or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX-V Exchange has in no way passed upon the merits of proposed transaction and has neither approved nor disapproved the content of this press release.

The TSX-V Exchange has neither approved nor accepted any responsibility with respect to the veracity or exactitude of this press release.

Contact Information

  • Nature Genetiks Capital Inc.
    Robert J. Cajolet
    (450) 446-4182