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
