EDMONTON, Alberta, March 4, 2003 (PRIMEZONE) -- Sciax Technology, Inc. is pleased to announce that the proposed Common Stock Purchase Agreement with respect to the acquisition of Ugomedia Interactive Corporation (OTCBB:UGMI), a Nevada Corporation, of all the issued and outstanding common stock of Sciax Technology, Inc.; a Canadian Corporation; has been completed. At closing of this transaction, Ken Smart; Sciax's Founder; became President and Director, and Aldo Rotondi, previously Ugomedia's President & Director, became Director. Additional members of the executive management team include Nitin Amersey, Chief Executive Officer and Chairman of the Board of Directors; and Alfred Schopf will also be a Director.
A Common Stock Purchase Agreement was made and entered into on the 8th day of January, 2003, between Ugomedia Interactive Corporation, 4137639 Canada Inc., a Canadian corporation which is a wholly-owned subsidiary of the Company ("Sub"), and Sciax Technology, Inc., a Canadian corporation ("Sciax"), which provides, in pertinent part, as follows:
(a) Subject to all the terms and conditions of the Agreement, at the Closing, Ugomedia Interactive Corporation shall purchase from the shareholders of Sciax, and the shareholders of Sciax shall sell to Ugomedia, an aggregate of 21,100,000 shares of the common stock of Sciax beneficially owned by the shareholders of Sciax. In consideration therefor, Ugomedia deliver to the shareholders of Sciax an aggregate of 19,100,000 common shares of the Company ("UgoMedia Common Shares").
(b) Ken Smart, a shareholder of Sciax, shall, in lieu of receiving UgoMedia Common Shares shall exchange each of the 20,782,000 Sciax's Shares beneficially owned by Ken Smart immediately before the Closing for 4,703,036 Shares of Voting Preferred Stock of UgoMedia ("Preferred Shares") and 18,812,182 Exchangeable Shares of Sciax.
Sciax and Ugomedia also agreed to the following additional consideration:
(a) US$100,000 cash ("Cash Consideration") was paid by Sciax;
(b) Promissory notes were issued at Closing by the Company in
favour of Aldo Rotondi (and/or Airam Capital Group and Nevada
Fund (and/or Stephen Brock) in the aggregate amount of
US$350,000.
It is anticipated that Ugomedia Interactive will apply for a name change to Sciax Corp. as well as applying for a ticker symbol change.
About Sciax Technology
Sciax Technology, a Canadian corporation based in Toronto, Canada, is a developer and supplier of precision imaging and image management systems used in remote viewing applications by military, law enforcement and industrial customers. Sciax manufactures the SCS-1 SeCam modular video system used by law enforcement and military personnel in contraband search, physical security and tactical operations. In addition to SeCam, Sciax is engaged in several military development projects.
Sciax is also the exclusive distributor in Canada, for the Technoscope Division of Richard Wolf GmbH a manufacturer of medical and industrial endoscope (borescope) systems. Customers in many industries rely on Wolf borescopes for remote viewing applications in research and development, maintenance, and quality control.
It is the mission of Sciax to provide practical technology solutions to meet the requirements of user groups in defense and industry. At Sciax we recognize that it is our job to provide customers with technology which minimizes training requirements and maximizes usefulness. In achieving these goals we strive to produce durable products of the highest quality that are designed to survive in the sometimes difficult environments faced by our customers.
Sciax has been recently featured on Report on Business Television; RobTV (www.robtv.com) in a weekly financial show called "The Bottom Line with Michael Vaughan." In addition to this, an article on Sciax Technology was just published in Canadian Business Magazine and was released today in local magazine and news stands.
Visit http://www.sciax.com for more information on Sciax Technology or visit http://www.ugomedia.com.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release does not constitute an offer to sell or the solicitation of any offer to buy any securities of Ugomedia Interactive Corporation, nor shall there be any sale of any such security in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. This release contains forward-looking statements identified by the use of words such as should, believes, plans, goals, expects, may, will, objectives, missions, or the negative thereof, other variations thereon or comparable terminology. Such statements are based on currently available information which management has assessed but which is dynamic and subject to rapid change due to risks and uncertainties that affect our business, including, but not limited to, the impact of competitive products and pricing, limited visibility into future product demand, slower economic growth generally, difficulties inherent in the development of complex technology and new products sufficiency and availability of capital to fund operations, research and development, fluctuations in operating results and other risks detailed from time to time in the company's filings with the Securities and Exchange Commission. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be forward-looking statements. Forward-looking statements involve a number of risks and uncertainties which could cause actual results or events to differ materials from those presently anticipated.