Everest Ventures Corp.
TSX VENTURE : EVE.P

October 10, 2008 19:08 ET

Everest Enters Amalgamation Agreement With hyperWALLET Systems Inc.

CALGARY, ALBERTA--(Marketwire - Oct. 10, 2008) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.

Everest Ventures Corp. ("Everest") (TSX VENTURE:EVE.P) is pleased to announce that it has entered into an amalgamation agreement ("Amalgamation Agreement") for the previously announced business combination (the "Proposed Transaction") with hyperWALLET Systems Inc. ("hyperWALLET"). The Proposed Transaction is intended to be the Qualifying Transaction of Everest pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange"). It is expected that the combined entity, after completion of the Proposed Transaction (the "Resulting Issuer"), will qualify as a Tier 1 Category 2 Technology Issuer pursuant to the requirements of the Exchange. The Proposed Transaction will be an arm's length transaction as the directors and officers of Everest currently have no interest in hyperWALLET.

Pursuant to the Amalgamation Agreement, a wholly owned subsidiary of Everest ("AcquireCo") will amalgamate with hyperWALLET pursuant to the Canada Business Corporations Act (the "CBCA"). Certain principal shareholders of hyperWALLET have also entered into an agreement with Everest and AcquireCo and provided certain representations and warranties to Everest and AcquireCo with respect to hyperWALLET.

The completion of the Proposed Transaction is still subject to certain additional conditions precedent, including, but not limited to: (i) the approval of the shareholders of hyperWALLET; (ii) completion of the previously-announced brokered private placement; (iii) approval of the Exchange; (iv) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational condition or the assets of each of the parties to the Amalgamation Agreement; and (v) certain other conditions typical in a transaction of this nature.

It is intended that the Proposed Transaction be completed on or before December 15, 2008. It is also intended that Everest will change its name to "hyperWALLET Systems Inc." and will be governed by the CBCA.

Capitalization of the Resulting Issuer

Following the completion of the Proposed Transaction and assuming completion of a previously announced brokered private placement approximately 23,956,516 Everest Common Shares and other securities of Everest, exercisable or convertible into approximately 4,028,750 Everest Common Shares, are anticipated to be issued and outstanding.

All information contained in this news release with respect to Everest and hyperWALLET was supplied by Everest and hyperWALLET, respectively, for inclusion herein, and Everest and its directors and officers have relied on hyperWALLET for any information concerning hyperWALLET.

ABOUT HYPERWALLET

hyperWALLET is a private financial services technology company founded in 2000 with its principal office located in Vancouver, British Columbia and is incorporated under the CBCA.

hyperWALLET's mission is to develop intuitive, accessible and low-cost payment solutions for the on-line and wireless markets.

hyperWALLET's technology and settlement services power a range of electronic solutions for multinational corporations, financial institutions and mobile carriers, including instant-issue bank accounts, payroll, social assistance, remittance, and stored-value card programs.

hyperWALLET's proprietary and patented multi-currency banking platform is scalable, auditable, efficient and easily integrated with settlement networks and enterprise applications.

hyperWALLET has also established correspondent bank relationships in key world jurisdictions, through its longstanding history as a trusted outsourced service provided to Canadian F.I.s, combined with a proven ability to customize, streamline and automate the unique regulatory enforcement and reporting requirements for each country.

hyperWALLET licenses its software to qualified financial services operators, however many customers choose its hosted services model, since hyperWALLET is able to provide rapid, low-cost settlement and clearing services in 17 currencies and 38 countries around the world, reaching over 600 million bank accounts.

READER ADVISORY

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Statements in this press release may contain forward-looking information including, but not limited to, operating costs, administrative costs, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Everest. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Everest does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, and if applicable pursuant to Exchange Requirements and majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Everest Ventures Corp.
    Darcy Krogh, President,
    Chief Executive Officer and Chief Financial Officer
    (604) 669-4180
    (604) 331-1508 (FAX)
    Website: www.sedar.com
    or
    hyperWALLET Systems Inc.
    Lisa Shields
    Chief Technology Officer
    (604) 482-0090
    (604) 482-0091 (FAX)