From The Inside 01/12/01
MAX CRAIG CASSING
ATTORNEY AT LAW
1000 E. Tahquitz Canyon Way, Palm Springs, CA 92262 ¨ (888) 246-4643
January 15, 2001
To All Shareholders of Triangle Broadcasting Company, Inc.
I have been retained to serve as Escrow Representative in the transaction whereby shareholders of Triangle Broadcasting Company, Inc. (GAAY) may obtain an exchange of their shares for shares in Triangle Multi-Media, Ltd., Inc. (QBID). As stated in the approval vote by Triangle Broadcasting shareholders on December 28, 1999, shares shall be exchanged at the ratio of 2.375 shares of common stock of Triangle Broadcasting Company (GAAY) for one share of Triangle Multi-Media Ltd., Inc. (QBID).
This exchange of shares is entirely VOLUNTARY, and no shareholder is required to exchange their shares in Triangle Broadcasting Company (GAAY) for shares in Triangle Multi-Media Ltd., Inc. (QBID). This communication is directed to all registered shareholders of Triangle Broadcasting Company so as to provide instructions for exchange of shares by those shareholders who wish to participate. If you want to retain your shares in Triangle Broadcasting Company, Inc (GAAY), you need to do nothing in response to this letter.
If you are a current shareholder of Triangle Broadcasting Company, Inc (GAAY) and wish to exchange your shares at the rate of exchange indicated above for shares in Triangle Multi-Media Ltd., Inc., you must follow the instructions provided in this correspondence.
There are two methods for accomplishing the exchange. The method to which you shall follow is determined by whether you have physical possession of a stock certificate for Triangle Broadcasting Company or whether your stock is being held with a licensed broker. Carefully read and follow the steps that apply to your specific situation.
IF YOUR STOCK IS BEING HELD WITH A LICENSED BROKER:
To exchange your stock, which is held with a licensed broker, you must complete a form, which is known as an “Irrevocable Stock Or Bond Power.” This document (or one similar) is available through your broker, who is qualified to assist you in completing that form. An acceptable form is also available at the Triangle Broadcasting Company website (www.trianglebroadcasting.com.) The document should be completed with the following information:
l. Indicate on the form that you, the undersigned, do hereby sell, assign and transfer to:
Triangle Multi-Media Ltd., Inc.
2. Place on the form the total number of shares held by the broker that you wish to exchange.
3. State that the stock being exchanged is stock of Triangle Broadcasting Company.
4. It is not necessary to designate any named individual as attorney to transfer the said stock.
5. You must sign the document in the presence of a Notary Public
To initiate the exchange it is then necessary for you to submit the document, together with a letter identifying the name and address of your licensed broker, by certified mail, return receipt requested, to me at the address provided in this letterhead. If your stock is held by more than one broker, it is required that you repeat this procedure for each broker.
IF YOU HAVE POSSESSION OF YOUR STOCK CERTIFICATE:
To exchange your shares for stock in Triangle Multi-Media Ltd., Inc. you must provide the following information:
1. Indicate on the certificate that you do hereby sell, assign and transfer unto:
Triangle Multi-Media Ltd., Inc.
2. Place on the form the total number of shares indicated on the face of the certificate.
3. You may designate me, Max Craig Cassing, Attorney, to transfer the said shares on the books of the corporation.
4. You must sign the certificate in the presence of a Notary Public.
To initiate the exchange it is then necessary for you to submit the Stock Certificate, by certified mail, return receipt requested, to me at the address provided in this letterhead.
By serving as the Escrow Representative, I have the fiduciary duty to insure that all shares delivered pursuant to the instructions I have provided herein, are lawfully exchanged for stockholdings in Triangle Multi-Media Ltd., Inc. I am not an officer of either of the corporations involved in this stock transaction, and therefore respectfully request that questions and comments concerning this transaction be directed to your own broker, accountant, and legal counsel.
Stock in Triangle Multi-Media Ltd., Inc., will be issued as provided above, to all shareholders of Triangle Broadcasting Company, who have submitted the properly completed and notarized documentation to my office by midnight of March 12, 2001. New certificates or confirmation of exchange will be sent to all participating shareholders by U.S. Mail by March 16, 2001.
Very Truly Yours,
Max Craig Cassing,
Escrow Representative
