Hall Train Entertainment Inc. -- Announcement
27 April 2000
Hall Train Entertainment Inc. -- Announcement
TORONTO--April 27, 2000--Hall Train Entertainment Inc. (CDN:HTRN) is pleased to announce that it has signed an "arm's-length" letter of intent to acquire a Toronto-based GPS application service provider, GPS Max.Com Inc. (www.gpsmax.com)GPS Max.Com Inc. is an Ontario company set up to become a wireless Web-based applications service provider specializing in the delivery of fully integrated solutions that link mobile users to a GPS directory of independent business establishments. The GPS Max solution is a marriage of wireless communications, positioning technology and digitized mapping that can be seamlessly interfaced with Web-based data warehouse of "en-route" business establishment information. The GPS Max technology was developed to exploit what GPS Max anticipates to be a growing demand by consumers and businesses alike of dynamic Internet services and applications as content becomes mobile. With the key to success for the Internet lies in its applications, GPS Max technology was developed to exploit one of the key advantages of the wireless Internet, namely the ability to provide on-demand location-based services such as:
* Local information for restaurants, hotels, service stations, airports, etc. * On-screen maps to the closest emergency services * Advertisement to customers in the local area * Emergency roadside assistance * Time and location sensitive offerings * Buddy lists
Since positioning services will become a key component of the wireless Internet environment, it is GPS Max's strategy to develop and make available its technology innovations in positioning-system location-based applications. GPS' technology and its solutions are expected to be available in the near term.
Hall Train has agreed, subject to all necessary regulatory and other approvals, to acquire GPS Max in exchange for 8,500,000 common shares of Hall Train. Although Hall Train has not obtained a formal valuation of GPS, management of Hall Train is confident that GPS is worth in excess of $500,000. On completion of the acquisition, Mr. Robert Modir, P.Eng. will become C.E.O. and Chairman of Hall Train. Mr. Matteo Bossio will continue as President and Chief Financial Officer. Mr. Modir has 15 years experience in electrical engineering, project management and consulting and in the automotive and Internet industries. Mr. Modir obtained an electrical engineering degree from the University of Ottawa in 1986 specializing in communications.
Mr. Matteo Bossio, President of Hall Train, stated that "management at Hall Train is delighted to be able to acquire a leading-edged development company in the high-growth technology sector focusing on wireless Web-based and enterprise software applications. We believe that this is a great opportunity for the company."
Mr. Modir stated that "by aligning our business interests with those of Hall Train, GPS Max will have access to the capital markets to finish developing our products and be able to market them. We will also attain greater visibility which should improve our marketing and benefit our clients."
In accordance with shareholder approval obtained at the 1999 shareholder meeting to make private placements in excess of 25% of Hall Train's issued and outstanding shares, in an "arms length" agreement Hall Train secured subscriptions, subject to regulatory and other necessary approvals, for a minimum of $250,000 and a maximum of $400,000 of special warrants at a subscription price of $0.05625 per special warrant. The special warrants are exercisable at no additional cost, into 7,111,111 units (at the maximum offering of $400,000 or 4,444,444 units at the minimum offering). Each unit is comprised of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase one common share at a price of $0.20 at any time on or before the twentieth day after the earlier of (i) a final receipt is issued by the Ontario Securities Commission for the prospectus qualifying the issuance of the common shares and share purchase warrants or (ii) January 31, 2001. This issuance will not result in change of control.
The use of proceeds will be used for further development of GPS products and further capital requirements.
Trading Symbol: Canadian Dealing Network HTRN Shares Outstanding: 20,280,085 (21,680,085 fully diluted)