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News Release
EquiTech Corporation announces grant of Stock Options
FEBRUARY 1, 2002
Edmonton, Alberta, EquiTech Corporation (" EquiTech"), a capital pool company, is pleased to announce that, as part of its plan to complete the takeover of Zagros Pharma Limited ("Zagros") and subject to closing EquiTech's Qualifying Transaction and share exchange agreement with Zagros, 111,540 common stock options will be granted to the University of Alberta for their interest in the Zagros technology, 111,540 common stock options will be granted to Dr. F. Jamali and 111,540 common stock options will be granted to James Chivers-Wilson, all at an exercise price of $0.68 per common share. Each of the stock option agreements was entered into on September 1, 2001. The common stock options are subject to a vesting period and may be issued as follows:
(a) twelve (12) months following the completion of the Qualifying Transaction;
(b) twenty-four (24) months following the completion of the Qualifying Transaction; and
(c) thirty-six (36) months following the completion of the Qualifying Transaction.
In addition to the terms of the vesting schedule, a minimum of $1,500,000 financing must be raised within 12 months following the completion of the Qualifying Transaction prior to either Mr. Chivers-Wilson or Dr. Jamali exercising any of their common stock options.
The Corporation has also agreed to exchange 250,000 common shares of the Corporation at a price of $0.68 per common share with Dr. Jamali in return for a transfer by Dr. Jamali of all his right, title and interest in and to the newly developed non-racemic ibuprofen formations and Cox-2 inhibitor formulations.
Concurrent with the closing of the Qualifying Transaction, the directors of the Corporation have agreed to arrange for a private placement of $100,000 consisting of 100,000 common shares at a price of $1.00 per common share which will enable the Corporation to meet the net tangible asset requirement under the policies of the Canadian Venture Exchange.
All matters referred to herein are subject to approval of the Canadian Venture Exchange.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities of the corporation have not been and will not be registered under the U. S. Securities Act, 1933, as amended, and subject to certain exemptions may not be offered or sold in the United States or to U. S. persons. The Canadian Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Kerry Brown
(780) 460-1242
#603, 22 Sir Winston Churchill Ave
St. Albert, AB T8N 1B4
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