News Releases
Cinemage To Acquire Be-Intouch of Issaquah, WA
Vancouver, BC – August 29, 2006 – Cinemage Corporation is pleased to announce that
the Company has entered into an agreement to acquire Be-Intouch, Inc. of Issaquah, WA
and its wholly owned subsidiary Splice Communications LLC of Seattle, WA under a
Share Exchange Agreement signed August 11th, 2006. Under the Agreement, Cinemage
will issue 15 million common shares for all of the issued and outstanding shares of Be-
Intouch on closing of the transaction. An additional 10 million Bonus Shares may be
issued over a 15-month period if consolidated gross revenues by the end of that period
reach $1 million USD. The Agreement is subject to TSX Venture Exchange approval,
and may require Cinemage shareholder approval.
“I am extremely pleased with this Agreement”, said Edgar Froese, President and CEO of
Cinemage. “In Be-Intouch we have not only a complementary Internet technology service
provider, but also a management team that can help build sales for the suite of Intellectual
Properties Cinemage has developed.”
Cinemage, which began trading on the Alberta Stock Exchange in December of 1999,
acquired Advanced Cultural Technologies Inc. (ACT) as a wholly owned subsidiary in
October, 2001. ACT began technology development in 1994, and was founded in 1990
by Froese on his leaving the University of British Columbia where he had worked in
computer and network systems development and management for 20 years, pioneering
the founding of the Internet in British Columbia.
Be-Intouch was founded in March 2005 by C.C. “Kip” Steele and John A. Hansen, and
reached agreement to acquire its wholly owned subsidiary Splice Communications in May
of 2006. The Splice merger will be finalized concurrently with the Cinemage acquisition
of Be-Intouch. Splice was founded in January 2003, and provides telecommunications
services in the U.S. Northwest. Kirk Smith joined Kip and John in November 2005, and
Garry Welch took over as Chairman of Be-Intouch in May 2006.
Positioned in the on-line Internet virtual meeting sector, the Be-Intouch system integrates
fully interactive voice (VoIP) and video communications with a complete set of
computer-based presenter tools including white board, PowerPoint, Word or spreadsheets
that can be used for a diversity of applications such as: sales presentations; real-time
technical guidance and assistance; educational courses; or new product introductions.
“We see using the Be-Intouch system as a strategic component of our sales and marketing
programs for our products and services”, added Froese. “Cost effective marketing is
critical for technology companies at this time. Be-Intouch management in turn sees using
the Cinemage Content Management e-Commerce system to up-sell products and services
to meeting attendees on the Be-Intouch service. Thus there is great synergy between the
two companies in their products and services and business development goals.”
Complementing the business opportunity is a strong management team. Founder and
Director Kip Steele, raised a Canadian, received his Liberal Arts Degree from Ohio State
University in 1961. He began his early career in marketing with A.C. Nielson Corp.,
moved to banking with Seattle Trust and Savings Bank, and finally combined the two by
joining First Priority Corp. in international banking market research, becoming President
of that firm in 1972. In 1976 Kip started a 24-year career with Tri W Distributors,
responsible for the firm’s move into computerization and telecommunications. He
managed the human resources department, corporate benefit and insurance programs,
regulatory affairs, sales and marketing programs, dealer training and product reviews.
Co-founder and Director John A. Hansen received his B.E.E.-degree in 1964 from the
University of Minnesota in electrical engineering with a specialty in computers and
advanced mathematics. He has early experience with the Internet and maintains a current
personal knowledge of Internet development, telecommunications and cable
technologies. Mr. Hansen has accumulated more than 30 years of corporate management
experience, including the management of four companies with total P&L responsibility
and serving on 14 Boards of Directors. He has founded, co-founded, or assisted in the
founding of eight companies.
Be-Intouch CEO G. Kirk Smith received two baccalaureate degrees from Ohio State
University and a Masters in Business Administration from Capital University in 1979. He
has since specialized in financial and administrative management. As COO of
Professional Investment Management, Inc. within three years he turned around operations
and grew their fund of defined benefit plans from $11 million to $52 million. As
President and co-founder of Drug Emporium, he grew operations to 5 franchise stores
and $25 million in product sales. In 1987 Kirk co-founded Simpson Hayward, Inc., an
out-placement consulting firm. As President and subsequently CEO, he expanded the
scope of the firm from a regional service with one product, to an international service
with a diversified product line and multiple delivery options.
Now leading Be-Intouch product commercialization as Chairman, Mr. Garry L. Welch
previously served as a senior executive in several new business ventures including: a
wireless short message service company; an ASP that served the commercial finance
industry; a streaming media company; and a network management software company that
served telecommunications companies. He was previously CEO of Path Broadband, a
wireless ISP. Prior to this, his career spanned more than 25 years as a senior executive
with McCaw Cellular, AT&T, Lucent Technologies, and General Electric. He currently
serves on the board of advisors for ViVOtech, a mobile commerce technology company.
Mr. Welch received a B.S. in Mathematics and Electronics from Missouri State
University, an MBA from Santa Clara University and MSU. He has completed the
Strategic Marketing Management program at the Harvard University Business School.
“You’ve got to look beyond the balance sheet in assessing an opportunity in the current
reporting environment”, concluded Froese. “We’re pleased that Be-Intouch management
values the commercial potential of the Cinemage suite of Intellectual Property, given that
our substantial deferred development costs were written off in 2003 and expensed ever
since. We similarly appreciate the huge potential that the virtual meeting room market
represents, given: continuing high prices for fuel that add significantly to travel costs;
growing impediments to trans-border travel; and the increasing fear factor that terrorist
threats add to air travel.”
While the Company intends to take full advantage of the many efficiencies that can be
derived between the member companies’ operations, there are no plans at this time to
move business operations of any member company.
For more information see: www.beintouch.com; www.splicecomm.com; and/or
www.cinemage.com or call Edgar Froese at 604-230-2320.
All contents copyright
© 2006 The ACT Cinemage Group
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