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EXHIBIT 99.2
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 12, 2000
Item 3. Press Release
The press release was issued on June 12, 2000 and disseminated through
Canada News Wire.
Item 4. Summary of Material Change
WSi-Interactive Corporation (CDNX: WIZ; OTCBB: WIZZF) and Devine
Entertainment Corporation (TSE:DVN) jointly announced today, a letter
of intent whereby Devine Entertainment and WSi will create a joint
venture company that will commercialize Devine's award-winning website
www.devinetime.com.
Item 5. Full Description of Material Change
WSi-Interactive Corporation (CDNX: WIZ; OTCBB: WIZZF) and Devine
Entertainment Corporation (TSE:DVN) jointly announced today, a letter
of intent whereby Devine
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Entertainment and WSi will create a joint venture company that will
commercialize Devine's award-winning website . Devine Entertainment
will continue to supply creative content for the site, while WSi will
invest Cdn$1 million dollars, assume its management and execute
strategies to drive traffic and increase sales to the site. Devine and
WSi will enter into an equal partnership and it is the intent of the
agreement that both parties eventually spin off www.devinetime.com
into a separate public entity.
The Devinetime site was developed over the past year at a cost of
Cdn$1 million, with the support of the Bell and Stentor New Media
Initiatives and Devine Entertainment. The site presently showcases and
markets the history of invention from the renaissance to present day,
drawing from Devine's films which have garnered 11 Emmy nominations in
the past year alone. "It is a remarkable interactive journey through
time," said David Devine, President & CEO of Devine Entertainment.
"Our goal is to educate the imaginations of young people while
entertaining them in a way that makes science fun."
Theo Sanidas, President of WSi, said "The arrangement with Devine is a
perfect example of WSi's model of expanding its network of Internet
businesses by partnering with companies of quality and integrity to
build equity and revenue for WSi."
WSi will assign a team to significantly increase content with creative
guidance from Devine Entertainment and will utilize broadband for
streaming capabilities. Devine will further develop the site by adding
content from its award-winning library of films, extending the
interactive journey with biographies of artists and composers. "Our
mission is to deliver high-quality interactive entertainment and
educational content that will add revenue for Devine Entertainment and
complement our established, award-winning brand positioning," added
David Devine. The site's e-commerce facilities will offer visitors
access to high-quality family and children's entertainment featuring
Devine's proprietary video library, as well as other products and
services families can trust.
The transaction is subject to a due diligence process and board
approvals by both parties. Devine Entertainment Corporation is one of
the world's finest producers of high-quality children's and family
films for worldwide television and cable, international home video and
internet applications. Devine's films have received 12 Emmy
Nominations and 5 Emmy Awards, as well as honours from the American
Library Association, KidsFirst! Coalition for Quality Children's
Media, Parents' Choice and the prestigious Humanitas prize. Devine's
award-winning interactive website, www.devinetime.com, features
profiles of 100 inventors, a trivia game, a flight lab and an
e-commerce store.
Devine Entertainment's films are based on historical and timeless
stories that educate and inspire self-esteem in young people.
Beginning with the highly successful "Beethoven Lives Upstairs,"
Devine's films bring history's great geniuses to life through the eyes
of children. "The Composers' Specials" feature the lives and music of
Handel, Bach, Liszt, Rossini, Strauss and Bizet. "The Inventors'
Specials" focus on the minds of Leonardo, Galileo, Newton, Curie,
Edison and Einstein. "The Artists' Specials" showcase the lives and
works of Degas, Cassatt, Monet, Rembrandt, Goya, and Homer. All 19
specials were produced for HBO Original Programming and are
international co-productions with Ireland, Czech Republic, Slovakia,
and Croatia.
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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 12th day of June, 2000 WSI Interactive Corp.
By: /s/ James L. Harris
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James L. Harris
Secretary
(Official Capacity)
