FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 118(1)
OF THE SECURITIES ACT
ITEM 1. REPORTING ISSUER
Brocker Technology Group Ltd.
2150 Scotia Place
10060 Jasper Avenue
Edmonton, Alberta
T5J 3R8
ITEM 2. DATE OF MATERIAL CHANGE
January 21, 2000
ITEM 3. NEWS RELEASE
A press release was disseminated through the services of Canada News Wire on
January 21, 2000.
ITEM 4. SUMMARY OF MATERIAL CHANGE
Brocker Technology Group Ltd. has completed a private placement of Special
Warrants, pursuant to which it has raised total proceeds of $11,250,000, through
the issuance of 1,800,000 Special Warrants; each Special Warrant may be
exchanged for one Common Share of the Corporation, subject to increase by 10% in
the event that a final prospectus is not cleared within 120 days.
ITEM 5. COMPLETE DESCRIPTION OF MATERIAL CHANGE
Brocker Technology Group Ltd. ("Brocker") has completed a private placement of
Special Warrants, pursuant to which Brocker received total gross proceeds of
$11,250,000 through the issuance of 1,800,000 Special Warrants at a price of
$6.25 per Special Warrant. Each Special Warrant is exchangeable for one common
share of Brocker for no additional consideration. Brocker has agreed to file a
prospectus to qualify the distribution of the common shares issuable upon the
exercise of the Special Warrants. Thomson Kernaghan & Co. Ltd. ("Thomson
Kernaghan") was retained by Brocker to act as its agent with respect to this
private placement. Brocker has paid commissions equal to 7% of the gross
proceeds (amounting to $787,500) and has agreed to issue Options to purchase up
to an aggregate of 230,000 common shares of Brocker at $6.25 per share (which
Options are to be qualified by the prospectus to be filed). After deducting
these commissions in favour of Thomson Kernaghan and various sub-agents, the net
proceeds received by Brocker were $10,466,000, before deducting legal and other
expenses.
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Brocker proposes to use the proceeds of this private placement to pay
liabilities and to finance ongoing operations.
ITEM 6. RELIANCE ON SECTION 118(2) OF THE SECURITIES ACT
Not applicable
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. SENIOR OFFICER
Casey O'Byrne, Director of the Corporation is knowledgeable about this material
change and may be contacted respecting this Material Change at (780) 429-1010,
for further information.
ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to herein.
DATED at the City of Toronto, in the Province of Ontario, this 21st day of
January, 2000
(Signed) "Michael Ridgway"
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