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FOR: SOLIUM CAPITAL INC. CDNX SYMBOL: SUM MAY 23, 2002 Solium Closes Acquisition of Stormworks and Appoints New President and CEO CALGARY, ALBERTA--Solium Capital Inc. ("Solium") announced today that it has closed the acquisition of Stormworks Ltd. ("Stormworks"). This transaction is concurrent with the closing of a private placement for gross proceeds of $870,000, the details of which are disclosed in a separate press release also dated May 23, 2002. In an agreement effective May 1, 2002, Solium purchased all the issued and outstanding common shares of Stormworks for total consideration of $395,000 consisting of 1,975,000 common shares of Solium at a deemed price of $0.20 per share. Also issued as consideration on the acquisition were 1,250,000 detachable warrants which entitle the holder the right to purchase one common share of Solium at a price of $0.25 per share for a period of three years. These warrants were granted to Brian Craig and Shelley Kuipers, the principal shareholders of Stormworks. Upon the closing of the transaction, Mr. Craig, currently a Solium director, became the President and CEO of Solium. John Kenny, Solium's former President and CEO, was appointed Vice President of Sales. In addition, Claudia Moore, a former officer of Stormworks, was appointed Vice President of Marketing. Before founding Stormworks, Mr. Craig was the president of Merak Projects Ltd. Mr. Craig is also a co-founder and director of Peyto Exploration & Development Corp., which currently trades on The Toronto Stock Exchange. "I am looking forward to the challenge of leading Solium as the Company shifts focus from building its operating foundation to commercializing its employee share ownership solutions," said Mr. Craig. "It will take the next full year to build Solium's revenue, and make the Company solidly profitable. Recent business trends such as pressure to disclose executive options, and the need for foolproof management of options during black outs and among insider traders - all signal that the timing is good for Solium to set the standard for expertly managing corporate stock options in Canada. I am confident we will achieve our business goals." Stormworks has been in the business of e-commerce consulting. In anticipation of the deal with Solium, Stormworks downsized its operations from 17 to six people. Over the next few months, Stormworks will be winding down its current business, and will internalize its technical knowledge, development capabilities and systems administration skills into Solium. This integration will decrease Solium's dependence upon outsourced expertise and reduce expenditures associated with ongoing product development and maintenance. For information purposes, audited financial information relating to Stormworks prior to the acquisition follows: /T/
STORMWORKS LTD. Statement of Loss and Deficit Period from Incorporation, October 4, 2001 to April 1, 2002 -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ -- - - - - - - - - - - - - - GROSS BILLING REVENUE 544,972 LESS: DIRECT COSTS OF REVENUE 35,714 -- - - - - - - - - - - - - - NET REVENUE 509,258 -- - - - - - - - - - - - - - EXPENSES Salaries and wages 550,813 General and administrative 194,698 Amortization 14,179 -- - - - - - - - - - - - - - 759,690 -- - - - - - - - - - - - - - OTHER INCOME 135,591 -- - - - - - - - - - - - - - NET LOSS AND DEFICIT, END OF PERIOD 114,841 -- - - - - - - - - - - - - - -- - - - - - - - - - - - - - STORMWORKS LTD. Balance Sheet As At April 1, 2002 -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ -- - - - - - - - - - - - - - ASSETS CURRENT Cash 144,552 Accounts receivable (net of allowance for bad debts of $52,560) 237,659 Prepaid expenses 28,952 -- - - - - - - - - - - - - - 411,163 Capital assets 173,038 -- - - - - - - - - - - - - - 584,201 -- - - - - - - - - - - - - - -- - - - - - - - - - - - - - LIABILITIES CURRENT Accounts payable and accrued liabilities 149,042 SHAREHOLDERS' EQUITY Share capital 550,000 Deficit (114,841) -- - - - - - - - - - - - - - 435,159 -- - - - - - - - - - - - - - 584,201 -- - - - - - - - - - - - - - -- - - - - - - - - - - - - -/T/ About Solium Capital Inc. (SUM - TSX Venture Exchange): Solium is an outsourced provider of solutions for employee share ownership entitlement programs. Solium's flagship application, e-SOAP, is a complete end-to-end solution for the administration, execution and reporting of employee stock options for Canadian public companies.
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Solium Capital Inc. The Canadian Venture Exchange has neither approved nor disapproved the information contained herein.
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