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EXHIBIT 12.3
PRESS RELEASE OF HEDMAN RESOURCES LIMITED ANNOUNCING
PLANNED ACQUISITION BY ENVIRO INDUSTRIAL TECHNOLOGIES, INC.
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NEWS RELEASE TRANSMITTED BY CCN - A NEWSWIRE SERVICE OF ITG
FOR: HEDMAN RESOURCES LTD
CDNX SYMBOL: HDM
SEPTEMBER 28, 2000
Hedman Signs Letter Of Intent With U.S. Based Enviro Industrial Technologies
NORTH YORK, ONTARIO--Claude Taillefer, President of Hedman Resources Limited a
Canadian publicly traded company on the CDNX is pleased to announce that it has
signed a binding letter of intent with Enviro Industrial Technologies, an
arm's-length U.S. corporation with its corporate office located in New York
City. Pursuant to the terms of the Letter of Intent, Enviro has agreed to
acquire up to all of but not less than 80% of the issued and outstanding common
shares of Hedman. As a condition of the acquisition, among other things, Hedman
would cause a 1 share for 2 share stock consolidation (including shares
underlying any warrants) and thereafter, its shareholders would exchange their
shares on a one share for one share basis with Enviro common stock. Hedman on a
pre-split basis has 28,073,O35 common shares outstanding and Enviro will have
on the date of closing of the acquisition 13,750,000 outstanding common stock.
Hedman also has on a pre split basis 13,913,653 warrants outstanding which
would be exchanged for Enviro warrants at the closing. The proposed acquisition
is also subject to shareholders and regulatory and exchange approvals, if
required.
Enviro Industrial Technologies is a corporation which has filed a Form 10-SB
with the United States Securities and Exchange Commission for the purpose of
becoming a reporting company to qualify for trading its common stock, in the
United States, on the NASD Over the Counter Bulletin Board ("OTCBB"). The
proposed acquisition will occur after Erviro's common stock commences trading
on the OTCBB which is anticipated to occur in November, 2000. After the
acquisition, it is intended that Hedman's shares will be delisted as Enviro
will acquire all or substantially all of Hedman's shares and Hedman will no
longer be a public company. It is further intended that Hedman's board of
directors will represent a majority of the directors on Enviro's board of
directors.
Hedman is introducing a proprietary process to the market creating an
environmentally safe, industrial filler mineral called Superfil. Superfil is a
heat resistant industrial mineral filler that possesses excellent physical
properties enabling it to blend well with most industrial fillers and resins
and is used in numerous applications including brake linings, construction
materials, plastics/polymers, asphalt, gaskets and more. Until recently, the
type of materials most commonly used by manufacturers in, for example, the
construction, automotive and plastics industries, contained asbestos and were
especially favored for use in the production of fire resistant products.
However, in both North America and Europe, the use of asbestos containing
minerals has been substituted with asbestos free replacements due to the
concerns surrounding health
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effects on humans. The problem with many of these asbestos free substitutes is
that they do not deliver the same kind of material performance as asbestos
designed or formulated products. As a result of its proprietary processing
technology Hedman is poised a market and promote Superfil as being, literally,
the first asbestos-free alternative with many similar asbestos performance
characteristics.
To this end, Hedman has been pursuing marketing strategies that include
continued Superfil application research and development, joint venture
opportunities and promotion of technical and specification dominance based on
the primary fire, heat and abrasion characteristics of Superfil. Hedman
believes that this acquisition by Enviro achieves in part this goal. Enviro has
the right to acquire from an arm's-length Ontario private company, their
vermiculite claims located in North Eastern Ontario. These claims contain an
industrial mineral called vermiculite which is presently being imported to
North America in large quantities from China and South Africa. Hedman intends
to create an application formula combining Superfil and vermiculite to enhance
the fire, heat and strength performance of existing fire resistant products
and their related building codes.
Since Enviro filed its Form 10-SB, which is available for review on the
Internet, www.Edgar - online.com, there have been two material changes to the
information contained in the registration statement: (i) Enviro exercised its
right to acquire the vermiculite claims which is expected to close on September
26, 2000; and (ii) the majority shareholder of Enviro sold his ownership
interest in Enviro to 20 private companies, 17 of which are located outside of
North America, none of which Hedman believes hold more than 10% of the issued
and outstanding common stock of Enviro nor are interrelated to each other.
Hedman will endeavor to provide additional information about Enviro and the
proposed transaction on a timely basis in future press releases.
For further information please contact the company at 416-630-6991 or write to
Hedman Resources Limited, 3875 Keele Street, Suite 400, North York, Ontario,
Canada, M3J 1N6.
The Canadian Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
On behalf of the Board of Directors
Claude Taillefer President & CEO
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FOR FURTHER INFORMATION PLEASE CONTACT:
Hedman Resources Ltd
Claude Taillefer
President & CEO
(416) 630-6991
INDUSTRY: MNG
SUBJECT: NWS
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