In order to preserve cash resources and to demonstrate their own belief in
Brainspark's future, the Directors resolved on 31 July 2003 to use their
contractual remuneration to subscribe either for equivalent equity in Brainspark
or waive their rights to such contractual remuneration in consideration of the
grant of warrants over equity.
The Directors were offered a choice between subscribing for ordinary shares of
1p each or receiving warrants exercisable into such ordinary shares. The shares
were allotted at the price of 1.1p. The Warrants have an exercise price of 1.1p
or 1.32p and are exercisable within three years of grant. The mid-market price
of the Shares at the close of business on 29 June 2004 was 0.63p.
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