LETTER OF INTENT
Re: Acquisition of the common stock of Pro Glass Technologies, Inc. by
Xxxxx, Inc.
Xxxxx, Inc., a Nevada corporation with offices at 0000 Xxxxxx Xxx Xxx Xxxxx, Xxx
Xxxxx, Xxxxxxxxxx 00000 hereinafter referred to as "RAGN", and Pro Glass
Technologies, Inc., an Alberta, Canada corporation with offices at #0 0000
Xxxxxxxx Xxxxx X.X., Xxxxxxx, Xxxxxx X0X0X0, hereinafter referred to as "Pro
Glass," are parties ("Parties") to this Letter of Intent, and hereby agree to
the acquisition by RAGN the shareholders of Pro Glass as generally described in
Exhibit A.
It is intended that the parties shall describe and execute all necessary
documents and will cooperate with each other to the fullest extent possible
toward the objective of consummating the acquisition by RAGN on the earliest
possible date per the attached schedule.
It is understood by the Parties to this Letter of Intent that RAGN is a
Nevada corporation whose shares are publicly held. The acquisition would cause a
change in control ("Change of Ownership Control") of RAGN and must be approved
by the shareholders of a majority of the issued and outstanding shares of RAGN
at a meeting called pursuant to the laws of the State of Nevada and in
compliance with Federal Securities Exchange Regulations.
RAGN's management hereby commits to refer to the acquisition plan herein
outlined to the RAGN shareholders with a recommendation for approval. Material
matters relating to the Acquisition are as follows:
1. Name of RAGN
A. The Acquisition (Agreement) and plan of reorganization (Plan of
Reorganization) will provide for a change of RAGNs corporate name upon
consummation of the business combination. To: Pro Glass Technologies, Inc.
2. Management of RAGN
A. The business combination will provide for the resignation of the current
officers and directors of RAGN and the election as of the acquisition date, of a
new board of directors consisting of not less than three (3) nor more than seven
(7) nominees of Pro Glass.
B. Pro Glass will provide names, addresses and bios of nominees.
3. Information of Common Stock
A. On the date of Acquisition, RAGN will have fifty million (3,000,000)
common shares of $.001 par value common stock authorized and 1,470,600 shares
issued. (see Item 1 above)
B. RAGN will propose to its shareholders of currently issued stock that
upon consummation of this business combination, the issued and outstanding
shares will be:
1. 3,328,000 common shares held by the shareholders of RAGN.
2. 16,300,000 common shares to be issued to the shareholders of Pro Glass.
3. 1,237,060 shares issued for the finders, investment banking, merger and
acquisition fees.
Those shares issued to #2 and #3 will bear an investment legend in accordance
with U. S. Securities Exchange Commission rules and restrictions.
There will be 20,865,060 shares issued and outstanding immediately following the
completion of the business combination.
4. Registration on Public Trading of Common Shares
A. The Parties acknowledge and agree that 3,328,000 shares will be publicly
tradable securities within 120 days of closing.
5. Verification of Good Standing and Other Representation
X. XXXX will submit a Certificate of Good Standing from the State of
Nevada.
B. Pro Glass will submit a Certificate of Good Standing from the State of
Alberta, Canada.
C. RAGN will represent to Pro Glass and Pro Glass will represent to RAGN
that neither party or any of its principal officers or directors present or to
be proposed is subject of any sanctions imposed by any federal or state
securities agency except as may otherwise be disclosed in writing and become a
part of a disclosure to the RAGN shareholders as a part of the Agreement.
X. XXXX and Pro Glass will represent in writing to each other that each
party is not currently involved in or threatened by litigation of which it is
aware, or if such does occur, that such will be disclosed.
E. RAGN will provide the parties a current audited financial statement
through 12/31/95. Pro Glass will provide a current audited financial statement
through 9/30/99 and an unaudited ten month July 31, 1999 statement.
RAGN - less than 5,000 net worth
Pro Glass - not less than 1,000,000 net worth
Net worths may vary plus or minus 10% on an audited basis. Shares will be
adjusted accordingly.
F. Both parties to this Letter of Intent agree to cooperate with each other
in providing documentation as the other request for use in preparation of their
respective statements and the post-consolidation statement.
G. The Parties shall each comply with the laws, rules and regulations of
every appropriate jurisdiction as they apply without regard to the proposed
Acquisition, including, without limitation, everything incident thereto.
H. Pro Glass shall warrant, as a condition precedent to any final
agreement, that they have or shall have received shareholder approval to the
business agreement contemplated hereunder, and that a controlling majority of
the Pro Glass shareholders have approved the transaction by way of proxies duly
executed and delivered, a copy of which blank proxy is attached hereto as
Schedule C.
6. Responsibility and Cost
X. XXXX agrees to pay its own legal and accounting fees.
B. Pro Glass agrees to pay its own legal and accounting fees.
C. No discussions will be held by any officer or director of RAGN or Pro
Glass with any member of the news media, and no press release or other publicity
about the Company or its constituents will be permitted without the approval of
either or all parties.
7. Final Agreement
This Letter of Intent is not the final agreement ("Acquisition Agreement")
between the Parties but does represent the terms and conditions which the
Parties understand will be incorporated into such an Agreement. The Acquisition
Agreement shall also contain all customary and usual warranties and indemnities.
No commitment by either party to this Letter of Intent will be binding in
the event of a material discrepancy between the actual operation of financial
condition and its represented condition as disclosed in the course of the
execution of the Agreement and Plan of Reorganization.
WHEREAS, the foregoing Letter of Intent represents the present
understanding of the Parties, each shall so designate by the signature of their
authorized representatives on the date and place provided herein.
Dated this 28 day of September, 1999.
Xxxxx, Inc. Pro Glass Technologies, Inc.
President President
