News Release

Vancouver -- The B.C. Securities Commission has ordered a Calgary-based tech company to hold a shareholders meeting before May 30, 2002 to consider a $1-million private placement that was permitted by the Canadian Venture Exchange without shareholders approval.

In a decision made public today, the commission found that the CDNX decision allowing the VisuaLABS Inc. private placement to proceed without shareholders approval failed to "protect the public interest."

The commission has ordered VisuaLABS to hold a shareholders meeting before May 30, 2002 at which shareholders will be asked to:

1. ratify the issuance of a private placement of 4,000,000 shares to Quest Ventures Ltd., a Vancouver-based merchant bank, on November 28, 2001,
2. ratify the appointments to the company's board of six directors, and
3. approve a change in the company's business to an investment company.

On November 28, 2001, the CDNX permitted VisuaLABS to issue the four million shares to Quest without shareholders approval.

The commission panel found that the series of transactions to be considered at the shareholders meeting resulted in a change of control, a change of business and a reverse take-over as defined in the CDNX’s policies.

"[C]ompanies undertaking transactions that will have a significant impact on their shareholders should be required to take whatever steps are necessary in the circumstances to ensure that those shareholders are treated fairly," said the panel in rendering its decision. "This is the reason behind the requirement in the Exchange’s policies for shareholder approval in connection with Changes of Control, Changes of Business and Reverse Take-Overs."

The ruling came after a hearing and review earlier this month requested by Mercury Partners & Co. Inc., another Vancouver-based merchant bank that holds a sizeable chunk of VisuaLABS shares.

The panel has ordered VisuaLABS to not issue any shares prior to the shareholders meeting. Quest has also been ordered to not sell its four million shares received in the November 28, 2001 private placement prior to the meeting.

The B.C. Securities Commission is the independent provincial government agency responsible for regulating trading in securities and exchange contracts within the province. Copies of the decision can be viewed in the documents database of the commission’s website www.bcsc.bc.ca or by contacting Andrew Poon, Media Relations, 604-899-6880.