PARAGON POLARIS STRATEGIES.COM INC.
ICOWORKS
PARAGON POLARIS STRATEGIES.COM INC. AND
ICOWORKS, INC. ANNOUNCE MERGER
VANCOUVER, BRITISH COLUMBIA, NOVEMBER 20, 2002, PARAGON POLARIS STRATEGIES.COM
INC. (OTCBB: PPSI) (the "Company") is pleased to announce that the Company has
entered into an agreement to merge with Icoworks, Inc. (www.icoworks.com), a
Nevada corporation that specializes in offering a complete array of industrial,
oilfield and commercial appraisal, liquidation and auction services.
The Board of Directors of the Company have also approved a two-for-one split of
the Company's common stock to be effective December 2, 2002 or such later date
that is acceptable to NASD. The Company's authorized capital will be increased
from 25,000,000 shares to 50,000,000 shares of common stock in connection with
the stock split. Each shareholder will be entitled to exchange their share
certificates for new share certificates reflecting the post-split shares
subsequent to the effective date.
Under the terms of the merger agreement, the Company will issue shares of its
common stock to the shareholders of Icoworks on a one-for-one pre-split basis.
The Company anticipates issuing 6,357,460 pre-split shares on completion of the
merger based on the current outstanding number of shares of Icoworks. In
addition, the Company will issue options and warrants to the current
optionholders and warrantholders of Icoworks on a one-for-one pre-split basis.
The completion of the merger will be subject to approval by the shareholders of
both the Company and Icoworks. The Company will be proceeding with the filing
of a registration statement with the Securities and Exchange Commission in
connection with obtaining shareholder approval of the merger. The number of
shares and the options and warrants to be issued on completion of the merger
will be adjusted to account for the stock split.
The Company has adopted the business name of "Icoworks, Inc." pending completion
of the merger. The Company will be applying to NASD for a new trading symbol
reflecting this business name.
"This is an important day for Paragon Polaris Strategies.com Inc.," said Robert
Foo, President of Paragon, "We are very fortunate to be acquiring a significant
and profitable asset with such a successful history."
"I am pleased for the Company and its shareholders. This merger brings
immediate and long-term benefits, and instantly give Icoworks the ability to
raise further capital to implement its expansion strategy, and sets the platform
for increasing an existing profitable revenue stream," said Mr. J. Graham
Douglas, President of Icoworks, Inc.
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ABOUT ICOWORKS, INC.
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Icoworks, Inc. is an integrated Commercial/Industrial Auction company.
Icoworks, through its subsidiaries, offers a complete array of industrial,
oilfield and commercial appraisal, liquidation and auction services. Every
Icoworks auction or liquidation benefits from many years of experience in the
industry, and a corresponding network of almost 200,000 proven purchasers. As a
private firm, they have a 25-year history of profitability, qualified
experienced management, very good industry contacts and a high-quality
reputation for finding qualified buyers for their sellers.
For more information contact:
INVESTOR RELATIONS REGENCY FINANCIAL PUBLIC RELATIONS
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WESTIN COMMUNICATIONS INC. T: 303-771-7300
T/F: 800-430-4034 Email: scottgelbard@regency-financial.com
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Email: info@westincomm.com
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www.westincomm.com
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This Press Release may contain, in addition, to historical information,
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements are based on management's expectations and beliefs,
and involve risks and uncertainties. These statements may involve known and
unknown risks and uncertainties and other factors that may cause the actual
results to be materially different from the results implied herein. Key factors
that could cause actual results to differ materially from those described in
forward-looking statements are:
(i) the inability of the Company to complete the acquisition of Icoworks,
Inc., of which there is no assurance;
(ii) the inability of the Company to achieve the financing required to
pursue its planned business operations, of which there is no
assurance;
(iii) the inability of the Company to complete its business plan for the
development and expansion of the Icoworks business.
Readers are cautioned not to place undue reliance on the forward-looking
statements made in this Press Release.
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