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
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
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
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)
FOR FURTHER INFORMATION PLEASE CONTACT:
M. Dean Callaway
The TSX Venture Exchange Inc. has not reviewed and does not accept
responsibility for the adequacy and accuracy of this release.
-0--0- Mar/23/2004 19:23 GMT
Press spacebar to pause and continue. Press esc to stop.