VANCOUVER, BRITISH COLUMBIA -- (MARKET WIRE) -- 07/21/08 -- FreshXtend Technologies Corp. (TSX VENTURE: FXT) ("FreshXtend" or "the Company") announces that, further to the review of its core businesses and ongoing operations announced on May 8, 2008, the Company is in discussions with its major shareholder for the reorganisation (the "Reorganisation") of the Company which will include a delisting of the shares of the Company from the TSX Venture Exchange (the "Exchange").
As announced on May 8, 2008, further to the launch of NatureSeal, Inc. and AgriCoat NatureSeal Limited as announced on April 4, 2008, the activities previously undertaken by the Company in connection with its antioxidant business are now being carried out by employees of NatureSeal, Inc. and AgriCoat NatureSeal Limited. The Company has undertaken a review of its ongoing obligations and as a result has dramatically reduced its overhead costs to a level commensurate with the ongoing business.
The Company has had preliminary discussions with a company associated with Ariadne Australia Limited ("Ariadne"), the major shareholder of the Company, in connection with the form of the Reorganisation, which may be done by way of an amalgamation. Details as to the specific terms of the Reorganisation have not been determined.
The completion of the proposed Reorganization is subject to negotiation of a definitive agreement, the terms and conditions of the definitive agreement, the approval of the Company's disinterested shareholders, and to applicable regulatory and Exchange approval. The details will be announced in due course.
The Board of Directors of the Company has established a committee (the "Independent Committee") of the independent directors to evaluate the proposed Reorganisation once a proposal is received and to determine whether or not to provide a recommendation to the Board of Directors that the Board of Directors should approve the Reorganisation and recommend to the shareholders to vote in favour of a special resolution considering the Reorganisation.
A special meeting of the shareholders will be called to consider and, if thought fit, approve, the Reorganization. The Reorganisation will be subject to the approval of not less than two-thirds of the shareholders and a majority of the minority shareholders voting at the meeting. Further details will be set forth in a management information circular and proxy material to be mailed to the shareholders prior to the meeting.
If the Reorganisation is successfully concluded and all required approvals obtained, the shares of the Company would be delisted from the TSX Venture Exchange and the Company would seek to no longer be a reporting issuer in British Columbia.
There can be no assurance that a proposal will be received from the company associated with Ariadne or that the Reorganisation will be completed.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Reorganisation, any information released or received with respect to the Reorganisation may not be accurate or complete and should not be relied upon.
FreshXtend Technologies Corp.,
Roy Robinson, Director
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.
FreshXtend Technologies Corp.
(604) 322-0487 (FAX)