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
August 25, 2000 and August 29, 2000
ITEM 3. NEWS RELEASE
A press release regarding the Heads of Agreement concerning the
acquisition of Certus Project Consulting Limited was disseminated on
August 29, 2000. A press release regarding the Corporation's Final
Prospectus was disseminated on September 1, 2000. All new releases
were disseminated through the services of Canada News Wire.
ITEM 4. SUMMARY OF MATERIAL CHANGE
On August 25, 2000, the Corporation completed the execution of the
Heads of Agreement regarding the proposed acquisition of the shares of
Certus Project Consulting Limited.
On August 29, 2000, the Corporation was issued a receipt for the
filing of a Final Prospectus dated August 28, 2000, which prospectus
qualified securities to be distributed pursuant to two Special Warrant
Private Placements.
ITEM 5. COMPLETE DESCRIPTION OF MATERIAL CHANGE
On August 25, 2000, the Corporation entered into a Heads of Agreement
dated August 21, 2000 to purchase all of the shares of Certus Project
Consulting Limited ("Certus"). The purchase price is to be equal to
the lesser of 1.5 times sales revenue or 15 times net profit before
tax of Certus for the 12 months ended September 30, 2000, up to a
maximum of $2.5 million (NZ). This purchase price is to be paid by the
issuance of Common Shares of Brocker based upon the closing price of
the Common Shares on the day prior to signing a formal sale and
purchase agreement. The vendor's have agreed that the shares will be
escrowed for a period of 12 months, and that thereafter no more than
25% of those shares will be sold in any quarter. The Corporation may
be required to compensate the vendors, upon the occurrence of certain
events, if at such time the market price
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per Common Share is lower than the issue price per Common Share of the
Common Shares issued to the Vendors.
Based upon the current exchange rate and the current market price for
the Common Shares, it is anticipated that approximately 200,000 Common
Shares will be issued pursuant to this transaction.
Certus is a New Zealand company that provides project management
consulting services regarding the information and telecommunications
industries. Certus has operations in Auckland and Wellington, New
Zealand and Sydney, Australia.
The proposed acquisition of Certus is dependent upon completion of a
formal agreement and is subject to receipt of required regulatory
approvals. There is no assurance that the Corporation will be able to
successfully complete this acquisition. If the required conditions are
satisfied it is anticipated that this transaction would be completed
in October, 2000.
On December 15, 1999, the Corporation completed a private placement of
Special Warrants pursuant to which it raised $4.86 million. Pursuant
to those Special Warrants, the Corporation will be issuing 1,800,000
Common Shares, together with 1,800,000 Half Warrants; two warrants
will entitle the holder to purchase one additional Common Share at a
price of $3.15 per share if exercised by June 15, 2001 (an additional
900,000 Common Shares would be issued if all of the Half Warrants were
exercised). On December 21, 1999, the Corporation completed a further
private placement of Special Warrants pursuant to which $11.25 was
raised. Pursuant to those private placements the Corporation will be
issuing 1,980,000 Common Shares. The Corporation has received a
receipt for its Final Prospectus dated August 28, 2000, which
qualifies the distribution of the Common Shares issuable to the
Special Warrants, as well as the Half Warrants (and the Common Shares
that may be issued upon the exercise of such Half Warrants). It also
qualifies the distribution of options for a total of 228,400 Common
Shares (with an exercise price of $6.25 per share) issued pursuant to
the January 2000 private placement. Full details regarding the Special
Warrant financings are set out in the Corporation's prospectus dated
August 29, 2000, which may be accessed through the SEDAR filing
system.
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.
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ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
DATED at the City of Edmonton, in the Province of Alberta, this 8th day of
September, 2000.
(Signed) "Casey O'Byrne"
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CASEY O'BYRNE
Chairman
