Change of Control & Resumption of Trading
ALUDRA INC ("YAD-V") - Change of Control & Resumption of Trading
Aludra Inc. ("Aludra" or the "Corporation") is pleased to announce that major changes in its ownership, board, senior management, and financial structure have now been completed. CDNX has also advised the Corporation that it will be listed for trading again on April 18th, 2002.
CHANGE OF CONTROL
The founding shareholders of Aludra have transferred 7,000,000 of 9,000,000 common shares originally issued to them, to a management and financial group led by Harold Albrecht of Oakville, Ontario (the "Group").
Pursuant to a Share Transfer Agreement, the founding shareholders of Aludra transferred their shares for an aggregate consideration of $1.00 and for the forebearance of the outstanding security. As a result, the Group has ownership of 67% of the issued and outstanding shares of Aludra.
In addition, pursuant to a debt settlement agreement, Mr. Albrecht was issued from treasury 300,000 common shares of the Corporation at a price per common share of $0.25 and ITR Marketing Inc. of Hamilton, Ontario, was issued 1,200,000 common shares of the Corporation at a price per common share of $0.25 to settle an outstanding debt. See "Financial Structure" below for further details. Thus, after the shares issued from treasury to Harold Albrecht and ITR Marketing Inc., the Group holds 8,500,000 common shares or 63.38% of issued common shares of Aludra.
The common shares were acquired to obtain control of Aludra. Harold Albrecht and the Group may acquire further securities of the Corporation, from time to time.
Prior to these transactions the Group did not hold shares in the Corporation. A copy of the early warning report filed by the Group may be obtained by contacting the Corporation at the number below.
BOARD OF DIRECTORS
Aldo Baiocchi and Raymond Rabbani have resigned from Aludra's Board of Directors, and have been replaced by Harold Albrecht, Neil Douek and Bonnie Kuhn.
Harold Albrecht B. Comm., C.A., of Oakville, Ontario, has served in senior financial positions with two private entrepreneurial corporate groups and has founded or co-founded a number of start-up companies, one of which, Pinnacle Resources, was subject to a $1 billion takeover in 1998. Among other achievements, he signed the NHL franchise agreement on behalf of the Edmonton Oilers and has received a number of U.S. patents for new products he has developed. Mr. Albrecht has public practice experience with both PricewaterhouseCoopers and KPMG.
Neil Douek, of Nassau, Bahamas, is currently the managing partner of DKP Capital Management Inc. He previously held the position of Vice President and Director of Stanford Securities Corp., a Limited Market Dealer in Toronto. Mr. Douek has acted as a consultant to Telezone Corporation and Weniwen Technologies Limited (Hong Kong), as well as being an officer of American Express Bank, New York. Past and current Board of Director memberships include, DKP Capital Management Inc., Stanford Securities Corp., CITCO (Canada), Inc., PEG 97 Management Corporation, Thales Fund Management Inc., Northern Star Fund Management Inc., and other private companies. Mr. Douek attended McGill University.
Bonnie Kuhn, of Calgary, Alberta, is a lawyer with Field Atkinson Perraton LLP since June 2001. Prior thereto, she was a solicitor with the firm of Armstrong, Perkins Hudson (previously Ogilvie and Company, Barristers and Solicitors, Calgary, Alberta), from 1994 to 2001 and a partner since 1999. She is a member of the Law Society of Alberta and the Canadian Bar Association. Ms. Kuhn currently practices law in the areas of natural resources, corporate commercial and securities laws. Ms. Kuhn is also a Director, Chief Financial Officer and Secretary of Minera Andes Inc., a mineral exploration company. As well she is a director of Tajzha Ventures Ltd., an oil and gas exploration company.
SENIOR MANAGEMENT
Harold Albrecht has been appointed Chief Executive Officer and President by the Board. He was previously a consultant to the Corporation and instrumental in changing its strategy from being a very broad based digital services provider to focusing the Corporation's efforts exclusively on providing retail technology solutions.
Faisal Nasir has been appointed Chief Technology Officer. Mr. Nasir is a 10-year veteran in the IT industry and has more recently been involved in projects encompassing enterprise-wide Point Of Sale systems integration and development. Previously, he was Director of Information Technology at Hospitality Solutions International ("HSI"), a leading technology provider to the hospitality industry. At HSI, he was involved in several major implementations in Toronto, including the Air Canada Centre, the CN Tower and the Sheraton Centre. Mr. Nasir architected the Aludra RMS retail enterprise solution and was previously Director of Information Technology at Aludra.
FINANCIAL STRUCTURE
Aludra has significantly improved its working capital situation through the conversion of $757,750 of debt into 3,031,000 common shares and the extension of repayment terms on a further $140,000 of debt to January 1, 2005. The Corporation entered into a number of Debt Settlement Agreements with its creditors, including employees and its landlord, to settle debts owing by the issuance of common shares of the Corporation at a price of $0.25 per common share. The Corporation has 13,411,000 shares outstanding after the debt conversion.
In addition, Aludra has entered into an agreement to acquire all physical and intellectual assets formerly owned by MindTheStore.com Inc. from Proton Global Limited ("Proton"). The purchase price of $750,000 will be satisfied, subject to regulatory approval, by the issuance of 3,000,000 common shares of Aludra. Aludra has further agreed to grant to Proton 1,000,000 share purchase warrants of Aludra, each exercisable at a price of $0.25 per share for a period of five years.
The Corporation has also granted 1,175,000 stock options exercisable at a price of $0.25 per share to employees, board members, and advisory board members, subject to CDNX approval.
After all of the above transactions are completed, Aludra will have 16,411,000 shares outstanding (18,586,000 fully diluted).
REINSTATEMENT OF TRADING
The Canadian Venture Exchange Inc. has approved the reinstatement of trading of the Corporation's common shares effective April 18th, 2002. TEL: (905) 465-1856
Harold Albrecht, CEO at Ext. 235
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