Edulink, Inc. Announces the Completion of a Financing of $1,500,000
Thursday May 20, 9:00 am ET
a Reduction of the Company's Debt
a Capital Restructuring
and a Change of Corporate Name
SANTA MONICA, Calif.--(BUSINESS WIRE)--May 20, 2004--Edulink, Inc. ("Edulink" or the "Company") (OTCBB:MYIQE - News) announced today the consummation of a private placement of two-year secured convertible promissory notes ("Promissory Notes"), providing the Company with $1,500,000 in financing in installments conditioned upon performance of covenants by the Company. The first installment of $250,000 was received on May 11, 2004. An additional $625,000 is payable immediately upon the Company's filing of a registration statement for shares of common stock to be issued upon conversion of the Promissory Notes, with the final $625,000 payable on the effective date of the registration statement. Prior to filing the registration statement, the Company must restructure the number of its authorized shares.
Charlie Guy, CEO of Edulink, stated, "This infusion of funds provides not only the capital to effectively institute the key elements of our refocused business plan but the financing process itself clearly indicates that others in the financial community believe in the value of our underlying technologies and in our refocused market deployment plans."
In addition, Mr. Guy announced that the Company has eliminated its obligations to repay prior bridge loans in the amount of over $430,000, inclusive of accrued interest, as well as its obligations to pay in excess of $800,000 in past due and future compensation and other benefits claimed by Ronald Rescigno and Ian Rescigno, both of whom have agreed to a termination of their existing employment agreements and outstanding warrants. The Company issued 233,592,577 shares of its common stock as consideration for the elimination of the bridge loan debt and the Rescigno's claims.
Mr. Guy also announced that the Board of Directors voted unanimously to reduce the number of the Company's outstanding shares on the basis of one share for every fifty shares outstanding, and to reduce the number of authorized shares from 1,500,000,000 to 250,000,000. This restructure is subject to shareholder approval at a special meeting of shareholders to be held as soon as possible. A proxy statement is currently being filed with the SEC and will be sent to shareholders after the SEC completes its reviewing process.
Michael Rosenfeld, the Company's Chairman, stated: "This financing gives the company new life. But the Board firmly believes that, in addition to the requirements under the terms of the financing agreements, a capital restructure is absolutely necessary for the Company to be in a position to take full advantage of its many opportunities. The massive amount of shares issued and outstanding made it more than difficult for the Company to be perceived as credible when dealing with potential alliance partners, licensees, acquisition candidates, and senior management personnel."
Mr. Rosenfeld further stated: "Our shareholders will be given the opportunity to approve the Company's new capital restructure. Without that approval, the Company will not be able to file the registration statement required under the terms of the financing agreements and thus will not receive the balance of the funds committed under the terms of those agreements. We are confident that the shareholders will understand the prudence of the Board's action in this regard."
Mr. Guy added: "A number of near-term, financially attractive opportunities relating to the deployment of our core technologies in the U.S. public education market requires our participation as a member of a team of solution providers competing for grants and funding from such organizations as the U.S. Department of Education, NASA, and the National Science Foundation. We know from past experience that our capital structure has significance to others in evaluating our qualifications during this process, regardless of the value of our technologies. Our successful participation as a team member with well-known solution providers gives us the opportunity to generate significant revenue as well as third-party marketplace validation. The time-consuming steps that we are now taking to place the Company's capital structure on a sound footing is the only prudent course to take if we are to realize a significant return on the investments originally made in creating our unique technologies."
Mr. Guy further commented on the Company's rejuvenated future: "With our new funding and a new capital structure, we will now move our focus to refining our core technologies and deploying the applications into our defined education and business markets. We also will be able to focus our attention on completing those pending acquisitions that we feel appropriate, and exploring additional potential acquisitions that will allow us to grow the company at a much greater pace. And of great import, we now should be able to finalize key business alliances that will increase the viability of our position when working in the U.S. public education market. Our ability to attract and retain new key management executives and consulting relationships will also be dramatically improved."
Finally, Mr. Guy announced that the Board of Directors voted unanimously to change the Company's corporate name to "eKnowledgeXchange Corp.," a decision that will also be subject to shareholder approval. The Board's decision emphasizes its commitment to deploying the Company's valuable technologies to the broadest possible markets while taking a leadership position in the expanding eKnowledge marketplace.
Edulink's current business focus is on near- and long-term opportunities to implement a series of revenue-generating products and services built upon our knowledge sharing system's core technologies known as the eKnowledgeXchange. The Company's focus is not limited to the U.S. K-12 market, but includes implementation in the international education marketplace as well as the utilization of these same core technologies to deploy revenue-generating models outside of the education market.
Edulink's core technology system, developed by its technology integration partner SAIC, and market tested over the last several years, is based on the integration of the three core foundations for digital asset or eKnowledge management: Storage & Retrieval, Repurposing, and Distribution. The eKnowledgeXchange will allow for the personalized, secure, and managed delivery of enhanced digitized assets or eKnowledge utilizing one of our four proprietary delivery systems: the Internet, CD-ROM/DVD, Traditional Print, or e-Print on Demand. eKnowledge is knowledge, as it exists in a profoundly networked world. It is not just a digitized collection of knowledge. eKnowledge consists of knowledge objects and knowledge flows that combine content, context, and insights on application. The new Web site is located at http://www.eknowledgexchange.com
This announcement contains forward-looking statements that involve risks and uncertainties, including those relating to the ability of Edulink, Inc. to grow its related businesses, consummate potential financing arrangements, and/or consummate anticipated service or distribution or acquisition agreements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the limited operating history of Edulink, the Company's limited financial resources, domestic or global economic conditions, activities of competitors and the presence of new or additional competitors, and conditions of equity markets. More information about the potential factors that could affect Edulink's business and financial results is included in Edulink's filings, available via the United States Securities & Exchange Commission.
Stuart Smith, 760-643-1946
Source: Edulink, Inc.
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