The Consideration for the sale and purchase of the Scalime shares will be:
(a) The payment of a cash sum of US $500.
(b) The allotment and issuance, credited as fully paid up the Consolidation Shares being 7,700,000 New Ordinary 0.01 Pounds Sterling Solphen Shares at a value of 0.10 Pounds Sterling per Share. These shares have a 12 month hold period under certain circumstances.
(c) The forgiveness by Solphen of the principal sum outstanding at completion of the loan from Solphen made to SunBlush on 31 July 2002 of 400,000 Pounds Sterling (plus all interest accrued) but unpaid from January 2, 2003 to settlement of the sale.
(d) Solphen will relieve and hold harmless SunBlush in respect of loans contingently repayable by Scalime to ANVAR and NOVELEC in aggregate of Euro 687,000 and any accruals of interest or other charges of any kind thereon.
(e) SunBlush shall pay Scalime US $1.00 for all of the shares of Scalime USA.
(f) SunBlush will repay all remaining intercompany balances owing to Scalime on closing of the transaction.
As part of the agreement, SunBlush through its 100% owned subsidiaries, Pacific Rim Marketing Limited and Pacific Rim Foods Inc., have granted a European License Agreement pertaining to the use of their MAPTECK Technology to Scalime France s.a. There are certain restrictions in the license.
The agreement is subject to regulatory approval and when received will be announced.
The SunBlush Technologies Corporation is a leading provider of life extension technology to the high growth Fresh Produce and Flower Industry and uses its technological leadership to pursue licensing opportunities. The Company's patented technologies naturally place produce in a state of hibernation while it is being shipped, extends the shelf life of fresh produce, flowers and juices, thereby enabling economic distribution or premium quality vine-ripened fruit and vegetables. The Company's network of R&D relationships, which include the University of British Columbia, French National Agronomic Research Institute (INRA), Alimentec, CIRAD, Bar Ilan University, and the University of Newcastle New South Wales, focuses on building features that will appeal to SunBlush's customers in order to gain a competitive edge in the marketplace. The Company owns 50% of Access Flower Trading Inc., a leading e-commerce provider of North American floral product auctions and purchasing services. The company continues to pursue licensing opportunities through the traditional grower/processor channels, and has also identified the rapidly, emerging e-commerce marketplace - for flowers, in particular - as a way of maximizing the distribution for its technologies.
Manual Listing S & P's Industrial & Int'l, 12g (3)b Exemption: #82-2190
The statements in this news release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934 and are subject to the safe harbour created by these sections. Actual results may differ materially from the Company's expectations.The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.