Vancouver, British Columbia
Andina Development Corporation
(to be known as Carmanah Technologies Corporation)
Andina Development Corporation (the "Corporation") is pleased to announce that it has successfully closed a reverse takeover of Carmanah Technologies Inc. ("CTI") and a private placement for gross proceeds of $1,751,200.50.
Pursuant to a share purchase agreement dated June 14, 2001, the Corporation has acquired all of the issued and outstanding securities of CTI (the "Acquisition") in exchange for the issuance of 14,000,000 post consolidated common shares of the Corporation. A finder's fee of 100,000 post consolidated common shares was paid to an arm's length party in conjunction with the closing of this transaction.
The Corporation has also issued an aggregate of 2,334,934 special warrants at a price of $0.75 per special warrant pursuant to a brokered private placement, for gross proceeds of $1,751,200.50. Each special warrant entitles the holder thereof, on exercise or deemed exercise and for no additional consideration, to a unit of the Corporation. As previously announced, each unit is comprised of one post consolidated common share and one-half of one common share purchase warrant of the Corporation. Each whole common share purchase warrant will entitle the holder to purchase one post consolidated common share at a price of $1.00 per share for twelve months from the date of issuance and $1.25 per share thereafter, to a maximum of eighteen months from the date of issuance. The proceeds of the private placement will be used for research and development of CTI's products, towards marketing efforts and for general corporate purposes.
In conjunction with the private placement, the Corporation has issued broker warrants exerciseable into agent's warrants which in turn, entitle the holders thereof to purchase, in aggregate, 233,493 units of the Corporation on the same terms as listed above. A cash commission of 7.5% of the gross proceeds was also paid to various agents and finders in conjunction with the closing of the private placement.
As a condition to closing the Acquisition, the Corporation has changed its name to Carmanah Technologies Corporation and consolidated its common shares on the basis of 1 post consolidated common share for each 1.5 common shares previously outstanding. Effective July 6, 2001, the common shares of the Corporation will begin trading on a post consolidated basis under the trading symbol "CMH".
At a shareholders' meeting held on June 18, 2001, the following individuals were elected directors of the Corporation: David R. Green (Chairman), Art Aylesworth, Cheryl Alexander, Peeyush Varshney and Praveen Varshney. David R. Green was appointed as President of the Corporation and Peeyush Varshney was appointed as Secretary of the Corporation following the closing of the private placement and the Acquisition described above.
CTI produces solar-powered light-emitting diode hazard lights for marine navigation, railway, and highway applications. CTI's products are designed for markets with strict, regulated requirements for performance, dependability, and vandal resistance. CTI's products are built to require no servicing for five years and are virtually indestructible. They are sold around the world through an extensive system of distributors, and via e-commerce at carmanah.com.
The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
For further information, please contact:
Mr. Peeyush Varshney, Secretary
Carmanah Technologies Corporation
1304-925 West Georgia Street
Vancouver, British Columbia, Canada V6C 3L2
Telephone: (604) 684-2181