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Material Disclosure Regarding the Acquisition of UTTC United Tri-Tech Corporation

Material Disclosure Regarding the Acquisition of UTTC United Tri-Tech Corporation.

articleFidelity Minerals Corp.March 8, 20064/company/fidelity-minerals-corp/news/material-disclosure-regarding-the-acquisition-of-uttc-united-tri-tech-corporation
Material Disclosure Regarding the Acquisition of UTTC United Tri-Tech Corporation

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[{"type":"text","content":"\n\n\n\n\nMONTREAL, March 8 /CNW Telbec/ - Mindready Solutions Inc. (TSX: MNY)\nannounces that in the process of integrating UTTC United Tri-Tech Corporation\n(\"UTTC\"), acquired on December 1, 2005, Mindready discovered major\ndiscrepancies between certain UTTC assets and their respective values\npertaining to the utilisation of UTTC's bank credit facilities.\nSince these discrepancies placed UTTC in default of its agreements with\nJPMorgan Chase Bank, N.A., Mindready has since attempted to reach an agreement\nwith the bankers and former UTTC shareholders in order to write-off a portion\nof UTTC's bank debt and to lower the price paid for UTTC.\nWhile conditional agreements in principle have been reached in a very\nlimited time frame among UTTC, its bankers and certain former shareholders of\nUTTC for a partial write-off of bank debt and a reduction in the price paid\nfor the shares of UTTC. However, as a result of this limited time frame, for\nthe moment Mindready has been able to secure only 80% of the interim financing\nfacilities required to execute these agreements in principle.\nWhile discussions were still underway between the parties, after the\nmarket close yesterday legal counsel representing JPMorgan Chase Bank, N.A.\nserved notice to UTTC for immediate payment of amounts due totalling\nCDN$13,946,858 and of its intention to realize on its security and petition\nfor the appointment of an interim receiver. These notices are not aimed at\nMindready but only UTTC, which in its present financial position cannot honour\nthis demand.\nWhile Mindready does not exclude the possibility of obtaining the\nfinancing facilities required to execute the agreements in principle, given\nthe turn of events Mindready is examining all means at its disposal to ensure\nits rights are respected and that it receives compensation from all parties\ninvolved, including but not limited to the outright cancellation of the\ntransaction, claims for damages from the former UTTC shareholders, the\nauditors in this file, as well as JPMorgan Chase Bank, N.A., which in taking\nMindready by surprise acted in a manner that we believe to be premature and\nunjustified.\n\nMindready Solutions Inc. (TSX: MNY) is a leading supplier of innovative\nend-to-end solutions for new electronic product introduction, from design to\nmanufacturing and test systems, ser...

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