Everest Ventures Corp.
TSX VENTURE : EVE.P

November 27, 2008 18:43 ET

Everest Ventures Corp.: Update on Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Nov. 27, 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 the TSX Venture Exchange (the "Exchange") has conditionally approved Everest's previously announced proposed Qualifying Transaction (as such term is defined in Policy 2.4 of the Exchange) with hyperWALLET Systems Inc. ("hyperWALLET").

Everest has also changed the date of its annual general and special meeting of shareholders (the "Meeting") from December 5, 2008 to December 23, 2008. The record date and matters to be approved at the Meeting remain unchanged and a Notice of Change of Meeting Date has been filed by Everest's transfer agent and is accessible on SEDAR at www.sedar.com.

A filing statement (the "Filing Statement") describing the proposed Qualifying Transaction (the "Proposed Qualifying Transaction") has been filed by Everest and will also be accessible on SEDAR at www.sedar.com. In connection with the closing of the Proposed Qualifying Transaction, it is expected that Everest will, among other things: (a) consolidate its currently issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for every two (2) pre-consolidation Common Shares; (b) change its name to "hyperWALLET Systems Inc."; and (c) continue under the Canada Business Corporations Act.

Trading in Everest Common Shares will remain halted until such time as may be determined by the Exchange.

READER ADVISORY

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Proposed Qualifying Transaction, any information released or received with respect to the Proposed Qualifying 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, 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 Qualifying Transaction is still subject to a number of conditions, including but not limited to those described in the Filing Statement and final Exchange acceptance. There can be no assurance that the Proposed Qualifying 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 Executive Officer
    (604) 482-0090
    (604) 482-0091 (FAX)