MAY 10, 2007--Tarquin Group (Ottawa, ON, Canada), a diversified industrial technology company, has updated its announced acquisition of Dipix Technologies. The TSX Venture Exchange has provided conditional approval of the acquisition, and at a meeting of the shareholders of Dipix held on May 8, 2007, the shareholders of Dipix approved the amalgamation of Dipix with a wholly owned subsidiary of Tarquin that was formed specifically for such purpose. With these two requirements met, and subject to meeting additional conditions of closing, the parties intend to proceed to closing as soon as practical.
Tarquin also announced today that in connection with the acquisition, Dipix outstanding debt will be restructured, including a cash payment of approximately $594,000 to creditors and the issuance by Tarquin of 302,722 common shares and 75,682 warrants based on a price of $0.50 per share to settle an aggregate of $151,360.91 in Dipix debt. The warrants will have the same terms as the warrants issuable to Dipix shareholders in connection with the acquisition and will be exercisable to purchase common shares of Tarquin at a price of $0.50 for twenty-four months following issuance.
Tarquin will also guarantee the remaining debt of Dipix on completion of the acquisition. The issuance of Tarquin shares for debt is subject to TSX Venture Exchange approval. These shares and warrants issued to creditors of Dipix bring the total number of shares and warrants proposed to be issued by Tarquin in connection with the acquisition to 882,588 shares and 220,649 warrants.
Tarquin's target companies are niche market leaders in the fields of laser applications and test, measure, and control solutions for manufacturing. For more information visit www.tarquingroup.com.
Dipix Technologies is a leader in design of 2-D and 3-D machine-vision systems for the on-line inspection of manufactured food products. The company's QualiVision machine-vision inspection systems are engineered to integrate optical and electronic hardware, software, and mechanical handling. The company was founded in 1992 and is headquartered in Ottawa Canada. For more information, visit www.dipix.com.