Talware Networx Inc.: Press Release
May 08 2008 - 3:41PM
Marketwired
TORONTO, ONTARIO (TSX VENTURE: JBS) announces that it has
entered into a letter of intent (the "LOI") with Minas de Estano de
Espana SLU (the "MEE") to acquire (the "Acquisition") all of the
outstanding shares and debt of MEE in exchange for common shares of
Talware. Management of Talware is also confirming its previous
announcement (see press release dated July 16, 2007) of its
intention to divest Talware of its software assets (the
"Divestiture"). Upon completion of the Acquisition and the
Divestiture, Talware will be engaged exclusively in the business of
mineral exploration. The Acquisition and the Divestiture will
constitute a Change of Business as defined by the Policies of the
TSX Venture Exchange (the "Exchange"), and will be subject to
Exchange and shareholder approval.
MEE is a Spanish company which currently holds the right to earn
a 100% interest in the Oropesa Tin Project (the "Oropesa Project")
which is comprised of exploration rights to a 23.4 square km
property (the "Property") located in the region of Andalucia in
southwestern Spain. MEE holds the right to earn a 50% in the
Oropesa Project through the expenditure of a minimum of Euros
1,500,000 over the next three years and an option to acquire the
remaining 50% through the issuance of 1.35% Net Smelter Return
Royalty to the current owner of the Property.
Talware has agreed to acquire all of the outstanding shares of
MEE in exchange for the issuance to the current shareholders of MEE
of 7,250,000 post-consolidation common shares of Talware and to
acquire all outstanding loans of MEE in exchange for the issuance
to the lenders of one post-consolidation common share of Talware in
exchange for each $0.10 of loan principal. In connection with the
Acquisition, Talware intends to complete a consolidation of its
common shares to reduce the current number of issued and
outstanding common shares to no more than 4,000,000 common shares.
Formal documentation relating to the Acquisition will contain
customary representations, warranties and covenants, and will be
subject to certain conditions, including receiving Exchange and
shareholder approval.
Peter Miller of London, England is currently the sole principal
of MEE. Mr. Miller is at arm's length to Talware.
During the next 30 days, Talware intends to complete private
placements and debt conversions to retire substantially all
liabilities of Talware currently outstanding. Upon completion of
these transactions and in connection with the completion of the
Acquisition, Talware intends to complete an equity financing of
between $3-5 million to fund future operations of the company.
Management of Talware intends to complete the Divestiture,
subject to Exchange and shareholder approval, in order to complete
its Change of Business. Talware has been involved in developing
markets, deploying and supporting a suite of web based workforce
management applications intended to assist organizations in
identifying the skills and experience of their employee base,
improve employee retention, maximize their value by efficiently
deploying them where most needed and efficiently recruit new
employees. Talware's web based software technology platform centred
on three strategic business sectors: Workforce Enterprise
Solutions, Vertical Industry Job Board Networks and Country Talent
Networks. The Divestiture will result in Talware exiting this
business.
Talware also wishes to announce that it has filed on SEDAR its
audited financial statements and Management's Discussion and
Analysis for the year ended December 31, 2007. These documents can
be found on www.sedar.com.
Completion of the transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. The transaction cannot close until the
required Shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the transaction, any information released or received with respect
to the Change of Business may not be accurate or complete and
should not be relied upon., Trading in the securities of issuer
should be considered highly speculative.
The information in this news release includes certain
information and statements about management's view of future
events, expectations, plans and prospects that constitute forward
looking statements. These statements are based upon assumptions
that are subject to significant risks and uncertainties. Because of
these risks and uncertainties and as a result of a variety of
factors, the actual results, expectations, achievements or
performance may differ materially from those anticipated and
indicated by these forward looking statements. Although Talware
believes that the expectations reflected in forward looking
statements are reasonable, it can give no assurances that the
expectations of any forward looking statements will prove to be
correct. Talware disclaims any intention and assumes no obligation
to update or revise any forward looking statements to reflect
actual results, whether as a result of new information, future
events, changes in assumptions, changes in factors affecting such
forward looking statements or otherwise.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction not approved or disapproved of the
contents of this news release.
Contacts: Talware Networx Inc. Paul Pathak President (416)
644-9964 (416) 368-0300 (FAX) Email: ppathak@chitizpathak.com
Talware Network Com Npv (TSXV:JBS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Talware Network Com Npv (TSXV:JBS)
Historical Stock Chart
From Sep 2023 to Sep 2024