Dacha Capital inc.
TSX VENTURE : DAC

Dacha Capital inc.

November 19, 2007 18:10 ET

Dacha Capital Announces the Declaration of a Dividend in Kind and the Closing of the Previously Announced Arrangement with Groupe Distinction

MONTREAL, QUEBEC--(Marketwire - Nov. 19, 2007) - Dacha Capital Inc. ("Dacha") (TSX VENTURE:DAC) and Groupe Distinction Inc. ("Distinction") are pleased to announce that the final order approving the arrangement (the "Arrangement") concluded among Dacha, Distinction and a subsidiary of Dacha (the "Subsidiary") was granted on November 16, 2007 by the Quebec Superior Court.

Declaration of Dividend

Pursuant to the Arrangement, Dacha shareholders of record as of the close of business on November 27, 2007 (the "Record Date"), will be entitled to receive one common share of the company to be created upon the amalgamation of Distinction and the Subsidiary ("Amalco") for each share of Dacha held as of the Record Date.

The common shares of Dacha will commence to trade on an "ex-dividend" basis on the TSX Venture Exchange on November 23, 2007.

The shares certificates of Amalco representing the common shares which the shareholders of Dacha on the Record Date are entitled to receive pursuant to the Arrangement will be mailed on November 29, 2007.

Closing of the Arrangement

On November 9, 2007, the Toronto Stock Exchange ("TSX") granted conditional approval for the listing of the common shares and warrants of Amalco. As a result of the foregoing, the common shares and warrants of Amalco will commence trading on TSX on November 23, 2007, on a "when-issued" basis. The ticker symbol of Amalco will be "GD".

The following steps will happen on the effective date of the Arrangement, scheduled for November 23, 2007 (the "Effective Date"):

(a) distribution by Dacha as a dividend in kind of 4,457,850 common shares of the Subsidiary to its shareholders (the shares of the Subsidiary shall automatically be exchanged for common shares of Amalco on the Effective Date);

(b) transfer to the Subsidiary of a number of common shares of Dacha representing a market value of $8,000,000, in consideration for 4,457,850 common shares of the Subsidiary;

(c) acquisition by Dacha of all its common shares held by the Subsidiary for a consideration of $8,000,000;

(d) issuance by the Subsidiary of warrants to the shareholders of Dacha, on the basis of 1 warrant for each 4 common shares of Dacha held, for a total of 1,114,462 warrants. A total of 385,538 warrants will also be issued to Dacha, for an aggregate of 1,500,000 warrants; these warrants shall automatically be exchanged for warrants of Amalco on the Effective Date; each Warrant will entitle its holder to purchase one additional common share of Amalco at a price of $2.10, until September 30, 2009;

(e) amalgamation of the Subsidiary and of Distinction to create Amalco; the company resulting from the amalgamation will also be called "Groupe Distinction Inc."; the shareholders of the Subsidiary and of Distinction will receive a total of 28,058,836 common shares;

(f) execution of a tax free forward split of all the issued and outstanding common shares of Dacha in order to provide Dacha shareholders with the same number of common shares of Dacha held prior to the Effective Date;

In addition, Distinction will complete a private placement with two subscribers, pursuant to which Amalco will issue 1,048,768 common shares at a price of $1.907 per share, for aggregate proceeds of $2,000,000.

All the relevant information about the Arrangement and Distinction is contained in the management proxy circular of Dacha dated October 11, 2007, which can be found at www.SEDAR.com.

About Dacha

Dacha is a Quebec based public company involved in the venture capital business. Its common shares have been listed on the TSX Venture Exchange under the symbol "DAC" since October 2002.

About Distinction

Distinction is a Canadian leader in janitorial services. Through its subsidiary company Service d'entretien Distinction Inc. and 3000 employees throughout Canada, Disctinction offers services in various sectors of the janitorial industry, such as office buildings, commercial buildings, factories, bio-pharmaceutical laboratories or institutional and health establishments.

Distinction's network comprises it's subsidiary companies: Montcalm Services Techniques, providing building operations and maintenance services, Distinction Plus a micro franchise infrastructure where a network of 400 franchises operates more than 2,000 projects throughout Quebec and Ontario and Steamatic Canada inc. a leading Canadian franchisor where a network of 54 franchises provides disaster restoration services.

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