Eaglewood Energy Inc EWDYF

HERE'S THE DEAL................

[maxxprophet]

from my point of view. PPI just made my choice a lot easier. 1) Got the proxy and EWD catalog in the mail this am. Have been upset like everyone else, since our 2 choices both stink at this time. Feel like we're getting raped and have to pick the best looking hunchback to do it. 2) Was out all day, just got in, and got this email PR direct from PPI. They can keep their stinking 1.10 a share. I'm in much higher, and will be taking my chances with AIQ!! I feel insulted, and also have never received any return email answering even very basic Q's. So - I'm voting for AIQ and sticking to the technology I invested in to start with. Here's the mail I just got: PROPRIETARY INDUSTRIES INC. 500, 603 - 7th Avenue S.W. Calgary, Alberta, T2P 2T5 Phone [phone] Fax [phone] September 13, 2001 (PPI) TSE/SWX IMMEDIATE PRESS RELEASE Proprietary Announces Offer to Acquire up to 100% of eDispatch.com Wireless Data Inc. Proprietary Industries Inc. (PPI:TSE “Proprietary”) announced today that it will make an unsolicited takeover offer to the shareholders of eDispatch.com Wireless Data Inc. (“EWD”) to purchase up to 100% of the common shares of EWD not already owned by Proprietary for consideration of a maximum of $1.10 per share, consisting of $1.05 cash plus a cash value right worth up to $0.05 per share. The cash value right allows tendering EWD shareholders to be paid an additional amount of up to $0.05 per share, dependent upon the amount of EWD’s available cash and short-term investments on hand at the completion of the takeover, and will be redeemed by Proprietary for cash within 35 days after the successful completion of the offer. Based on today's closing price of $0.90, the offer by Proprietary represents a maximum 22.2% premium to market for EWD shares. The offer is not subject to Proprietary purchasing a minimum number of EWD shares, but will be conditional upon the shareholders of EWD rejecting the proposed merger with AirIQ Inc. ("AirIQ"), removing EWD’s current board of directors and electing the slate of directors being nominated by Proprietary. Proprietary’s President, Peter J. Workum, said “In making this offer, Proprietary wants to present EWD’s shareholders with two clear alternatives to the proposed transaction with AirIQ. One alternative is for shareholders to liquidate their holdings and receive cash, and the other is to participate as shareholders in the transformation of EWD's business strategy by electing a new board of directors who will be responsible for maximizing EWD shareholder value.” Proprietary believes that both of these alternatives are far superior to the proposed merger with AirIQ and will result in converting the existing unacceptable cash burn currently being experienced by EWD into earnings and positive cash flow. On August 1, 2001, Proprietary delivered a notice to EWD requisitioning an Extraordinary General Meeting for the purpose of removing EWD’s board of directors and replacing them with nominees proposed by Proprietary. Later that same day EWD announced the proposed merger with AirIQ. EWD has now distributed to its shareholders a Notice of an Extraordinary General Meeting and Management Information Circular with respect to the meeting to be held on September 28, 2001. Under the British Columbia Company Act, a shareholder requisitioning a meeting is entitled to provide a written statement not to exceed 1,000 words explaining its position. Proprietary provided such a statement to EWD and it has been included in EWD’s Management Information Circular at page 93 under the heading “REMOVAL OF CURRENT BOARD OF DIRECTORS AND APPOINTMENT OF REPLACEMENT DIRECTORS”. Proprietary’s proposed resolutions have also been included in EWD’s Form of Proxy. Proprietary has engaged Cole & Partners Limited ("CPL"), a firm of business valuators and investment bankers, and Standard Securities Capital Corporation ("Standard") to provide commentary on the financial aspects of EWD’s proposed merger with AirIQ. Proprietary has agreed to pay both CPL and Standard a fixed fee for the delivery of their reports and neither CPL nor Standard is entitled to any additional or contingent fees based upon the outcome of the proposed merger. Based upon CPL's review of EWD's Notice of an Extraordinary General Meeting and Management Information Circular dated August 24, 2001, including the fairness opinion issued by CIBC World Markets (the "CIBC Fairness Opinion") and financial information relating to both EWD and AirIQ (the "Merger Information"), and other information that CPL has deemed relevant, CPL has concluded that the CIBC Fairness Opinion "does not contain disclosure sufficient to enable the directors and securityholders of [EWD] to understand the principal judgments and principal underlying reasoning of [CIBC] in the [CIBC Fairness Opinion] so as to form a reasoned view on the...opinion as to fairness expressed therein". As such, CPL "cannot be confident that the conclusion in the CIBC Fairness Opinion is correct". With respect to the value of AirIQ and EWD, CPL notes that "the CIBC Fairness Opinion implies that, assuming the synergies created by the merger are shared equally between AirIQ and EWD, AirIQ is valued at $36 million higher than the value of EWD's business (excluding the cash)". CPL advises that "there is no support for the $38 million value of Air IQ in the CIBC Fairness Opinion" and that "sufficient information to properly value AirIQ is not disclosed in the CIBC Fairness Opinion". CPL points to AirIQ's "negative working capital, historical losses, current burn rate and 'going concern' risk noted in its [July 31, 2001] financial statements" as indicators of its precipitous financial position and questionable value. Further, CPL states that, "Similarly, there is insufficient information in the EWD circular to allow us to determine any of the above-noted values." Moreover, CPL notes that "CIBC has been paid a work fee of $300,000 in relation to the delivery by CIBC World Markets of the [CIBC] Fairness Opinion" and that "CIBC World Markets will be paid a completion fee of $500,000 if the merger is completed during the term of [their] engagement agreement" and "as a result of these fee arrangements CIBC has an interest in the outcome of the merger". Based upon Standard's review of the Merger Information, and other information that Standard has deemed relevant, Standard has concluded that "the consideration to be paid by [EWD] for the AirIQ shares pursuant to the [merger] is not fair, from a financial point of view, to [the shareholders of EWD]". Proprietary will be sending out its own Proxy Circular which will include the reports of CPL and Standard. In addition to including the aforementioned reports concerning the fairness/value of the proposed AirIQ merger, Proprietary's Proxy Circular will provide details of Proprietary’s proposed business strategy, including audited historical financial results of its existing stand-alone merchant banking subsidiary, and plans for the future of EWD and its shareholders. Proprietary has appointed Refco Equity Group as Dealer Manager in connection with the solicitation of proxies, and proxy solicitation will commence in accordance with applicable laws once the Proxy Circular has been sent out. Given the importance of sending out its Proxy Circular as far in advance of the September 28th meeting as possible, Proprietary’s main priority is to complete and mail the Proxy Circular. Once Proprietary has sent out its Proxy Circular, it expects to mail its takeover offer as soon as possible thereafter. The takeover offer will be open for acceptance for not less than 35 days. Proprietary would like to thank the numerous EWD shareholders who have contacted us to express their support. About Proprietary: Proprietary is based in Calgary, Alberta and listed on the Toronto and Swiss Stock Exchanges trading under the symbol PPI. Proprietary is a merchant bank that owns and manages a portfolio of financial, natural resource and real estate interests. Proprietary's operating strategy is to participate in start-ups and the acquisition of distressed and/or undervalued companies and assets for turnaround and long-term development. Proprietary's management strives to maintain a balance between generating profits, sustaining growth and realizing capital appreciation, having targeted 20% as its minimum operating margin, annual asset and revenue growth rates. Proprietary has paid dividends for the last two of its nine years of operations. Proprietary is included in the TSE 300 Composite Index as well as having been twice named in the Profit 100 list of Canada’s fastest growing companies with a five-year revenue growth of 8,423%. FOR FURTHER INFORMATION PLEASE CONTACT: AT PROPRIETARY: Mr. Peter J. Workum or Mr. Theodor Hennig at 1-403-266-6364 Website: www.proprietaryinc.com E-mail: [e-mail] AT REFCO: Mr. Ron Cuomo or Mr. Ken Cuomo at 1-416-369-7939 E-mail: [e-mail]