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For
Immediate Release: April 3, 1998
ASE: PXR
12G: 82-4614
Cusip: 70428T
PAXTON PACIFIC RESOURCE PRODUCTS - Agreement Reached for
the Outright Purchase of the Fertilizer Technology
Further to the March 24, 1998 press release, the Company
is pleased to announce that it has reached agreement with
Nature's Intent Environmental Systems Ltd. ("NIES")
for the outright purchase of the Nature's Intent fertilizer "Technology".
The license agreement with NIES is effectively terminated.
The Company has agreed to pay NIES $140,000 in cash and
agreed to issue 450,000 common shares in its capital. $10,000
of the cash portion of the purchase price has been paid,
a further $10,000 is payable on closing of the Agreement,
monthly installment payments of a minimum $5,000 will thereafter
be payable, and any outstanding balance will be due May
1, 1999.
One hundred thousand (100,000) of the shares will be issued
at a deemed price of $0.29, and delivered to NIES on the
closing of the Agreement, subject to a one year hold period.
The balance of the shares will be escrowed and earned-out
on the basis of a $2.00 net profits per share formula.
Net profits will be calculated by deducting all tangible
direct costs from sales revenue with respect to Nature's
Intent products sold. Earn-out calculations will be based
on the Company's annual audited financial results and,
subject to a maximum earn-out of 117,000 shares in any
given year, shares earned out will be delivered within
140 days following the fiscal year end of the Company.
The Agreement is conditional upon receipt of acceptance
by the Alberta Stock Exchange.
The consummation of this Agreement represents a very positive
step for the Company as it has resulted in a minimal cash
outlay, a relatively insignificant increase in fully diluted
issued capital, and the absence of any royalties or other
fees of any kind.
Management now fully intend on moving aggressively forward
with the development and sales of the Nature's Intent product
line.
This is a significant milestone for the Company that,
along with corporate and management restructuring, will
facilitate and expedite the Company's growth.
On behalf of the Board of Directors
PAXTON PACIFIC RESOURCE PRODUCTS INC.
Stuart Norman
President and Director
The Alberta Stock Exchange has neither approved nor disapproved
the information contained herein.
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