Exhibit 99
Press Release
Planet411.com Inc. to receive an investment of $2.3 M and completes its
corporate reorganisation
MONTREAL, June 28, 2001 /CNW/ - Planet411 Inc. (OTC BB: PFOO), announces that on
May 22, 2001 certain of the Corporation's stockholders committed to invest
US$2,3 million dollars (CDN $3,5 million dollars) on or prior to January 31,
2002.
From this total commitment, US$658,000 dollars (CDN $1,0 million dollar) is to
be invested before July 31, 2001 for 8,435,897 shares.
The balance, US$1,642,000 dollars (CDN $2,5 million dollars) is to be invested
in installments between August 1, 2001 and January 31, 2002. The issue price
will be at 20% discount of the 20-day moving average stock price preceding the
date the installment is received by the Company. For each share issued between
these dates, shareholders will be granted a warrant to purchase one half of a
share, at an issue price at a 20% discount from the 20-day moving average stock
price preceding the date the installment is received by the Company. The
expiration date of all warrants is one year from the date the installment is
received by the Company.
In connection with the above-mentioned commitment, the Company will grant a
third party warrants to purchase approximately 6,5 million of the Company's
common shares.
The securities described above have not been registered under the Securities Act
and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
Corporate Reorganization
The investment commitment by the investors is conditional on the Company and its
subsidiaries proceeding with the following corporate reorganization, and the
investment is made to complete the development of the real-time financing
Processing Services solution within this new organizational structure.
The Company has organized 3883884 Canada inc. (388 Canada) to provide the
Company's real-time consumer financing solution for e-retailers as well as brick
and mortar retailers.
On June 15, 2001, 9066-4871 Quebec inc.(9066) an indirect wholly owned
subsidiary of the Company sold its intellectual property (including a pending
patent) comprising its e-retail solution to 388 Canada.
The sale price of CDN $1,400,000 was paid by 388 Canada by assuming an
equivalent amount of debt that 9066 owed to the Company. 388 Canada also granted
a use and marketing license to 9066 with no royalties payable for the first two
years and 1% revenue-based royalty to be paid quarterly to 388 Canada
thereafter.
Immediately after the transfer of intellectual property described above, the
Company sold 9066 to a third party for $1.00.
This news release contains forward-looking statements. The words "believe",
"expect", "anticipate", and "project" and similar expressions identify
forward-looking statements, which speak only as to the date the statement was
made. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether because of new information, future events or
otherwise. Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Future events
and actual results could differ materially from those set forth in, contemplated
by, or underlying the forward-looking statements. The risks and uncertainties to
which forward statements are subject include, but are not limited to, the effect
of government regulation, competition and other material risks, such as those
mentioned in the periodic reports that Planet411.com has filed with the
Securities and Exchange Commission, the framework according to which the
commercial use of the Internet would not be able to perform to expected speeds,
and the risk according to which the Company would not be in a position to
generate sufficient revenue or to raise sufficient capital for the proper
management of its business.
For further information
Tory Jacobs at Noble House of Boston, (888) 217-2553, toryJ@noblepr.com