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EXHIBIT 99.4
This is a form of a material change report required under Section 85(1) of the
Securities Act and Section 151 of the Securities Rules.
FORM 27
SECURITIES ACT
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
NOTE: This form is intended as a guideline. A letter or other document may be
used if the substantive requirements of this form are complied with.
NOTE: Every report required to be filed under Section 85(1) of the Act shall
be sent to the Commission in an envelope addressed to the Commission
and marked "Continuous Disclosure".
NOTE: WHERE THIS REPORT IS FILED ON A CONFIDENTIAL BASIS PUT AT THE BEGINNING
OF THE REPORT IN BLOCK CAPITALS "CONFIDENTIAL - SECTION 85", AND
EVERYTHING THAT IS REQUIRED TO BE FILED SHALL BE PLACED IN AN ENVELOPE
ADDRESSED TO THE SECRETARY OF THE COMMISSION MARKED "CONFIDENTIAL".
Item 1. Reporting Issuer
WSI Interactive Corp.
Item 2. Date of Material Change
June 1, 2000
Item 3. Press Release
The press release was issued on June 1, 2000 and disseminated through
Canada News Wire.
Item 4. Summary of Material Change
Petra Resource Corp. ("Petra") has announced that it has entered into
an arm's-length Agreement ("Agreement") with the shareholders of Ariel
Wireless Technologies Inc. ("Ariel") to acquire all of the issued
shares of Ariel in exchange for 6,000,000 shares of Petra. The shares
issued in the transaction will be subject to applicable Canadian
Venture Exchange ("CDNX") requirements and, upon completion, Ariel will
become a wholly-owned subsidiary of Petra. WSi Interactive Corporation
holds a 40% interest in Ariel and on completion of the
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proposed transaction shall be issued 2,400,000 shares of Petra. In
addition, Theo Sanidas, WSi's President, shall become a director of
Petra on closing.
Item 5 Full Description of Material Change
Petra Resource Corp. ("Petra") has announced that it has entered into
an arm's-length Agreement ("Agreement") with the shareholders of Ariel
Wireless Technologies Inc. ("Ariel") to acquire all of the issued
shares of Ariel in exchange for 6,000,000 shares of Petra. The shares
issued in the transaction will be subject to applicable Canadian
Venture Exchange ("CDNX") requirements and, upon completion, Ariel will
become a wholly-owned subsidiary of Petra. WSi Interactive Corporation
holds a 40% interest in Ariel and on completion of the proposed
transaction shall be issued 2,400,000 shares of Petra. In addition,
Theo Sanidas, WSi's President, shall become a director of Petra on
closing.
Ariel's principal asset is a worldwide, non-exclusive, Original
Equipment Manufacturing (OEM) Agreement with a leading European
provider of wired and wireless communications hardware and software
products. These provide solutions to the so-called "last mile"
distribution challenge of connecting the main high-speed fiber-optic
trunk lines that form the backbone of the Internet superhighway with
the various networks and individuals that are the end-users. Upon
completion of the Agreement Petra will manufacture these devices, under
its own brand name and logo, for worldwide distribution.
Ariel's wireless products include a variety of broadband, fixed
point-to-point and point to multi-point, microwave radio transceivers
capable of full synchronous duplex operation. These products work at
higher speeds and are considerably less expensive than other similar
devices currently available in the marketplace. Transmission is over
the unlicensed 2.400 - 2.483 GHz public broadband frequency range,
covering line-of-sight distances of up to 20 kilometres at T1
equivalent speeds of 1.5 Mbps (megabits per second), and speeds of up
to 33 Mbps over shorter distances, depending on customer requirements
and budget. Modular design characteristics allow for fully scalable
wireless connections to be established between different communication
protocols and networks. Broadband wireless solutions are particularly
attractive in established markets where conventional high-speed
fiber-optic alternatives are prohibitively expensive due to physical
inaccessibility or uneconomic demographics, as well as in developing
countries that lack the local infrastructure to interface with the high
speed Internet backbone. Additionally, Internet Service Providers, VOIP
(Voice Over Internet Protocol) long distance telephone service
providers, data transfer services and network systems integrators
worldwide are a rapidly expanding market.
In the wired environment, Ariel's universal bridges, switches and
multiplexors combined together in a single machine are capable of
linking fixed voice, data and video networks with each other and with
the internet backbone. These can also be coupled with microwave radio
transceivers to achieve a totally integrated high-speed wireless
Internet solution.
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The acquisition of an equity interest in Ariel, which will now become
an equity interest in Petra, is part of WSi's broader strategy of
developing partnerships with emerging Telecommunications companies as a
complement to its own broadband, rich media, and convergence
initiatives.
Item 6. Reliance on Section 85(2) of the Act
Nothing in this form is required to be maintained on a confidential
basis.
Item 7. Omitted Information
Not applicable.
Item 8. Senior Officer
James L. Harris, Secretary
Telephone No. (604) 609-3068
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to
herein.
DATED this 1st day of June, 2000 WSI Interactive Corp.
/s/ James L. Harris
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James L. Harris
Secretary
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(Official Capacity)
