NEWS RELEASE TRANSMITTED BY CCNMATTHEWS FOR: COLONIA CORPORATION NEX BOARD SYMBOL: CRP.H March 23, 2004 Colonia Announces Change of Control and Financing CALGARY, ALBERTA--(CCNMatthews - Mar 23, 2004) - COLONIA CORPORATION (the "Corporation") (NEX: CRP.H) announces that pursuant to a share purchase agreement dated March 17, 2004 (the "Share Purchase Agreement") among Gordon Bowerman, James G. Evaskevich and Douglas M. Stuve (collectively, the "Purchasers"); John Bobenic, M. Dean Callaway and three other vendors (collectively, the "Vendors"); and the Corporation, the Purchasers have agreed to purchase (the "Acquisition") from the Vendors an aggregate of 4,699,600 common shares (the "Shares") for an aggregate price of $129,239, being $0.0275 per share. The proposed sale of the Shares (the "Change of Control") is expected to be completed no later than April 9, 2004. The completion of the Acquisition is subject to the receipt of all necessary regulatory approval, as well as certain other conditions. After completion of the Acquisition, the parties have agreed the board of directors of the Corporation will consist of Gordon Bowerman, James G. Evaskevich and Douglas M. Stuve, and Gordon Bowerman will be appointed the President, CEO and Secretary of the Corporation. Gordon Bowerman is currently the President of Cove Resources Ltd., a private company, and has been since 1987. Mr. Bowerman is also currently a Director of Yangarra Resources Inc. and Cascadia International Resources Inc., two public companies listed on TSX Venture Exchange Inc. ("TSX Venture"). James G. Evaskevich is currently the President and Chief Executive Officer of Yangarra Resources Inc., a public oil and gas company listed on TSX Venture. Mr. Evaskevich is also currently the President and Chief Executive Officer of Cascadia International Resources Inc., a public mineral exploration company listed on TSX Venture. Douglas M. Stuve is the managing partner of Burstall Winger LLP, Barristers and Solicitors. Mr. Stuve has been a partner of Burstall Winger LLP since April 1, 1997. Mr. Stuve is currently a director of several public companies, including Yangarra Resources Inc., Cascadia International Resources Inc. and International Technologies Corporation, all public companies listed on TSX Venture. In addition to the Acquisition, the Corporation intends to sell its $225,500 account receivable due from and royalty agreement with, Biosphere Technologies Inc. and Biosphere Refineries Corporation, in exchange for full repayment of the shareholder loans on the Corporation's balance sheet. The account receivable has been outstanding since November 18, 2002 and collection is uncertain. The shareholder loans due from the Corporation total approximately $145,000. It is a condition precedent to the completion of the Acquisition that the Corporation completes a private placement of up to 6,000,000 units ("Units") at a price of $0.05 per unit (the "Private Placement"). Each Units will consist of one common share and one-half of one share purchase warrant, with each warrant entitling the holder to purchase one common share at a price of $0.10 per share for a period of one year (the "Warrants"). The Corporation intends to use the proceeds from the Private Placement to pay outstanding accounts payable and as general working capital. The Corporation has reserved a price of $0.05 per share for the up to 6,000,000 common shares to be issued pursuant to the Private Placement and a price of $0.10 per share for up to 3,000,000 common shares to be issued upon exercise of the Warrants. The Private Placement is subject to regulatory approval and the Corporation is required to file a formal application with the NEX board of the TSX Venture to maintain this price reservation. The Purchasers intend to purchase Units pursuant to the Private Placement. After completion of the Acquisition, the Corporation also announces it intends to grant options to purchase up to 1,500,000 common shares at a price of $0.10 per share to directors, officers and consultants of the Corporation. (Not for dissemination in the United States of America) -30- FOR FURTHER INFORMATION PLEASE CONTACT: Colonia Corporation M. Dean Callaway Director (403) 589-3030 or Colonia Corporation Gordon Bowerman Purchasers Contact (403) 237-2361 The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy and accuracy of this release. INDUSTRY: MNG SUBJECT: FNC -0--0- Mar/23/2004 19:23 GMT
Colonia Announces Change of Control and Financing
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