Fireswirl Technologies Inc.
TSX VENTURE : FSW

Fireswirl Technologies Inc.

September 08, 2009 09:00 ET

Fireswirl Announces Acquisition of Controlling Interest In China's Leading Online Retailer of Mobile Handsets and Accessories

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 8, 2009) - Fireswirl Technologies Inc. ("Fireswirl" or the "Company") (TSX VENTURE:FSW) announced today that it has entered into a definitive agreement, through Fireswirl Technologies (Shenzhen) Co., Ltd. ("Fireswirl Shenzhen"), a wholly-owned subsidiary of the Company incorporated under the laws of the People's Republic of China (the "PRC"), with the shareholders of Beijing XingChang XinDa Technology Development Co., Ltd. ("XCXD") to acquire 50% of all rights and interest in XCXD in consideration for up to 6,058,673 common shares of the Company.

XCXD is a limited liability company incorporated under the laws of the PRC. XCXD is engaged in providing an online fulfillment platform to international brand name products in China. XCXD is currently the exclusive operator in China of the Nokia Online Store and the Motorola Online Store, and is also the operator of additional online stores of other brand name products. XCXD is a leader in the fast growing Chinese electronic fulfillment industry. For the year ended December 31, 2008, XCXD achieved sales of $12.6 million (RMB 78.2 million), an 85% growth compared to the same period in the year before.

"This acquisition is a major step for Fireswirl in completing its long-term plan to become the largest online and mobile service platform in China, providing the technology and fulfillment know-how for international brands to break into the country's rapid growing online and mobile shopping market," said Tony Lau, chief executive officer of the Company.

"We are pleased that our relationship with Fireswirl is strengthened through this transaction. With the integration of Fireswirl's scalable transactional technology and their mobile product offerings, and our industry know-how in online retailing and fulfillment in China, I am confident that we will maintain and grow our lead in the industry," said Yongwang Zhang, managing director of XCXD.

Under the terms of the agreement, the Company will acquire 50% of all rights and interests of XCXD, including 50% of any before tax profit, in consideration for up to 6,058,673 common shares of the Company, where 3,029,337 shares will be issued and released upon closing of the transaction and 3,029,336 shares (the "Milestone Shares") will be held under escrow, releasable upon XCXD achieving certain profit milestones in 2009. In the event that the milestones are not reached, the Milestone Shares will be returned to the Company for cancellation. The Company also has the option to acquire the remaining 50% rights and interests of XCXD in 2011 at a price determined in accordance with an agreed multiple of XCXD's pretax profit in 2010, and Fireswirl Shenzhen has the right to exercise, at all meetings of shareholders, 51% of all voting rights attached to the issued and outstanding XCXD shares held by the XCXD shareholders.

The transaction is subject to approval of the TSX Venture Exchange and other customary closing conditions.

About Fireswirl Technologies Inc.

Fireswirl Technologies Inc. (TSX VENTURE:FSW) is focused on creating transactional revenue by engineering electronic and mobile commerce solutions for content providers. The Company's technology has broad applications for those requiring multiple payment interfaces, multi-currency and multi-language capabilities. It can be adapted to any industry seeking high volume or micro-payment solutions involving a wide base of users through internet or wireless applications.

This news release contains certain forward-looking statements that reflect the current views and/or expectations of Fireswirl Technologies Inc. with respect to its performance, business and future events. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, those relating to changes in the market, potential downturns in economic conditions, foreign exchange fluctuations, general demand, competition and our ability to implement our business plans and strategies in a timely manner or at all. These risks, as well as others, could cause actual results and events to vary significantly. Fireswirl Technologies Inc. does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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