VANCOUVER, B.C., Feb. 21, 2003 (PRIMEZONE) -- Michael Jacobs, President of Pyng Technologies Corp. ("Pyng") (OTCBB:PYNGF) (TSX Venture Exchange:PYT), reports that after negotiations and discussions with David Johnson and Judy Findlay over the past several years concerning ownership and control of 3,550,000 escrow shares currently owned by Michael Jacobs, he, David Johnson, and Judy Findlay have today reached a definitive agreement to divide ownership of and voting rights attached to these shares as follows: (1) Mr. Jacobs will irrevocably transfer voting rights over 2,000,000 escrow shares: 1,000,000 to David Johnson and 1,000,000 to Judy Findlay. (2) Mr. Jacobs will transfer ownership of the 1,000,000 escrow shares to David Johnson and 1,000,000 escrow shares to Judy Findlay at such time as they request that the transfer be made. This may occur either before or after the shares have been earned out, assuming that they are earned out. The transfers are to be effected in a manner that has the least negative tax impact on the parties. (3) Mr. Jacobs has agreed to reserve for future purposes a total of 550,000 escrow shares. Voting rights over these 550,000 escrow shares will, until such time as they are released or transferred, be held by Michael Jacobs.
The foregoing agreement is subject to all required exchange and shareholder approvals. Mr. Jacobs stated that he was happy that an agreement with Mr. Johnson and Ms. Findlay could be reached as Pyng's success to date has largely resulted from the combined efforts of all parties to this agreement.
None of the escrow shares will be released to anyone, until Pyng achieves the necessary cash flow and profits. Cash flow (defined in the original escrow agreement as net pre-tax income with some add-backs) of $2.66 is required to release one escrow share. Current business projections have the escrow shares being released gradually, and only as significant financial milestones are met over the next five years.
These shares represent a very significant motivation to key members of Pyng to ensure that the company performs over the next five years.
Finally, a number of shareholders are seeking clarification of the expiry date of the escrow agreement dated July 15, 1992 (as amended on February 20, 1998). The escrow agreement will expire on May 10, 2003, unless extended as proposed in the Notice of Meeting and Proxy materials sent to shareholders in connection with the 2003 Annual General Meeting to be held on March 17, 2003. The date was incorrectly and inadvertently identified in two U.S. SEC filings as January 27, 2003. This is not the correct date. This error has been corrected in the current SEC filing. As stated in the Proxy materials prepared in connection with the January 27, 1998 Annual General Meeting, which are available for viewing on SEDAR, the shareholders at that time passed a resolution approving an extension of the escrow agreement expiry date from May 10, 1998, to May 10, 2003. The agreement extending the expiry date was executed by Pyng and CIBC Mellon Trust Company on February 20, 1998, and approved by the exchange on the same date. This information can be confirmed with the escrow agent, CIBC Mellon Trust Company.
For further information contact Mr. Michael Jacobs at info@pyng.com or by telephone at (604) 303-7964 x 108.
ON BEHALF OF THE BOARD OF DIRECTORS,
Michael W. Jacobs, President
The Toronto Venture Exchange has neither reviewed nor approved of the contents of this news release. Safe Harbor Statement: This release may contain certain forward-looking statements including without limitation, projections, assumptions, expectations, product development objectives, commercial introduction, and potential advantages of the F.A.S.T.1 System. Actual events or results may differ from the Company's expectations as a result of risk factors discussed in Pyng Technologies Corp. reports on the file with the U.S. Securities and Exchange Commission, including, but not limited to, the Company's report on Form 20F for the year ended September 30, 2001.