NEWS RELEASE FOR:
STRATEGEM CAPITAL CORPORATION.
BURNABY, BRITISH COLUMBIA –July 20, 2001 – The Board of Directors of Dexton Technologies Corporation (the “Company” or “Dexton”) (CDNX: DXT) announced today, as part of it’s restructuring plan, that Abdul Ladha, the founder of the Company, will step down as President, CEO and Director of Dexton and devote his full time and attention to Ableauctions.com, Inc., a company whose shares are listed on the American Stock Exchange (AMEX: AAC). The Board will appoint Kenneth W. Morgan as President, CEO and Director of Dexton Technologies.
The remaining members of the Board of Directors, Barrett Sleeman, Nizar Bharmal and Haneef Esmail (the “Remaining Directors”) plan to continue to serve as directors of Dexton until the conclusion of the annual general meeting of Dexton’s shareholders (the “Meeting”), scheduled for September 10, 2001. The Remaining Directors will not stand for re-election as directors of Dexton at the Meeting and will cause a new board consisting of Mr. Morgan, Mr. Kent Sillars and Mr. Mark T. Brown (the “New Board”) to be named in the proxy solicitation materials to be furnished to Dexton’s shareholders in advance of the Meeting as management’s nominees for election as directors at the Meeting.
The Company has entered into a Restructuring Agreement with Mr. Ladha. Under the terms of the agreement, the Company has paid:
- to Mr. Ladha or his company $143,000 on account of amounts owing under a management agreement and a consulting agreement with a related company, Derango Resources Inc. (“Derango”).
- to Mr. Ladha’s company $39,900 for five months rent at $7,980 per month and $95,760 as reimbursement for leasehold improvements in consideration of the termination, subject to the ratification condition described below, of the 10 year lease with Dexton Computer Corporation (“Dexton Computer”), a company wholly-owned by Mr. Ladha, for the premises located at 3450 Boundary Road in Burnaby, B.C. .
Termination of certain contracts with Mr. Ladha and related parties is subject to the following ratification condition in the Restructuring Agreement:
- The New Board ratifying the Restructuring Agreement and all transactions in the past two fiscal years between Dexton and Mr. Ladha or any party related to Mr. Ladha, including Derango, Dexton Computer Corporation, or Ableauctions.com, Inc. (collectively, the “Ladha Group”);
- The New Board, on behalf of the Company, providing to the Ladha Group and other current management a release from all claims;
- CDNX approval of the sale of the RF Business (as defined below);
- The new Board calling a general meeting of the shareholders by September 10, 2001 to consider whether to:
- Approve the sale of the RF Business;
- Elect directors;
- Approve a change of the Company’s name; and
- Ratify the terms of the Restructuring Agreement.
- The shareholders of the Company passing resolutions approving the sale of the
RF Business, the change of name, and ratifying the terms of the Restructuring
The Company has also entered into negotiations to divest itself of the computer hardware and web development business and focus as a merchant bank. The Company is considering the sale of the assets and liabilities of Rapidfusion.com Technologies Inc. (“RapidFusion”), including the assets of Dexton Enterprises Inc. and the name “Dexton” and its variations (collectively, the “RF Business”) to employees of RapidFusion. The Company does not expect to receive any significant net proceeds from the sale of the RF Business. The sole consideration that is expected to be received is the assumption by the purchasers of liabilities related to the RF Business. The sale of the RF Business would be subject to the approval by the CDNX and the Company’s shareholders.
Ron Miller, the Chief Financial Officer of the Company, has also resigned and will concentrate on the affairs of Ableauctions.com, Inc. He has been replaced as Chief Financial Officer by Denis R. Lefrancois.
The Company has agreed to cancel 1,019,940 incentive stock options previously granted to Mr. Ladha, Mr. Miller and the Remaining Directors. Subject to CDNX approval, the Company will grant 860,000 new incentive stock options (the “New Options”) to Mr. Morgan and Mr. Lefrancois. The New Options will have an exercise price of $0.15 per share and will expire in five years.
Biographies for the New Board are as follows:
Kenneth W. Morgan, is a member of the Institute of Chartered Accountants of British Columbia and the Washington State Board of Accountancy (Certified Public Accountant) and holds a Bachelor of Commerce degree from the University of British Columbia. Mr. Morgan was the Chief Financial Officer of Image Power Inc., a CDNX listed company principally involved in image compression and universal messaging, and was employed there from September 1999 to March 2001. He was the Chief Financial Officer and a director of SmarTire Systems Inc., an emerging technology company, listed on the NASDAQ, that develops and markets proprietary tire monitoring systems, from May 1996 to November 1998. He has also held management positions with CHC Helicopter Corporation, Totally Hip Software Inc., and Grant Thornton, Chartered Accountants.
Kent Sillars graduated from Simon Fraser University in 1985 at which time he started working with Laventhol & Horwath, Chartered Accountants in Vancouver as an articling student in the Chartered Accountancy program. After qualifying as a CA in 1988, Mr. Sillars started RWD Homes Ltd., as one of two founding partners. RWD Homes Ltd. was involved in single family and multi family residential developments in the Fraser Valley area of Vancouver’s lower mainland and over the next 11 years successfully developed and sold over 500 residential units worth in excess of $125 million dollars. By the mid 1990s RWD Homes Ltd. had become one of the largest integrated residential developers in the lower mainland.
In 1999, Mr. Sillars started Vesta Properties Ltd. to continue to pursue various real estate development opportunities and is currently developing several projects in Vancouver’s lower mainland and Calgary, Alberta.
Mr. Sillars is a Director of the Greater Vancouver Home Builder’s Association and is also a member of the Canadian Home Builder’s Association, the North American Home Builder’s Association, the Institute of Chartered Accountants of B.C. and the Canadian Institute of Chartered Accountants.
Mark T. Brown is Vice President of Pacific Opportunity Company Ltd., (1998 to present), a private company which provides financial solutions, equity and management services to small and medium size entrepreneurial enterprises. He is also presently an Officer or Director of six publicly traded companies (Globemin Resources Ltd., Elkhorn Gold Mining Corporation, Nevada Pacific Gold Ltd., Spartacus Capital Inc., a capital pool company, Stockscape.com Technologies Ltd., and Gateway Enterprises Ltd.). Between 1990 and 1994, Mr. Brown worked with PricewaterhouseCoopers. More recently, he was the controller of two TSE 300 companies from 1996 to 1998. Mr. Brown received a Bachelor of Commerce degree at the University of British Columbia in 1990 and qualified as a Chartered Accountant in 1993.
About Dexton Technologies
Dexton Technologies Corporation has evolved into an incubator and merchant bank for leading technology firms, with its principal activities focused on the development of privately held early stage and emerging growth companies with the potential for exceptional growth.
Dexton’s Advanced Technology Restructuring (ATR) model aims to develop intimate long-term working relationships with its group of companies, making significant
contributions to their success by providing capital, financial assistance, management and technical expertise through their full developmental cycle.
Since 1997, Dexton Technologies has been forging successful partnerships and demonstrating the kind of superior management guidance and growth performance that has ranked the company in the top segments of industry.
This release and prior releases are available on the Company’s Internet web site located at www.dexton.com.
BY ORDER OF THE BOARD OF DIRECTORS
“Kenneth W. Morgan”
Kenneth W. Morgan, CA, CPA
President, CEO and Director
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.