Manor Global Inc.
TSX VENTURE : GGV.P

October 25, 2007 16:58 ET

Manor Global Inc. Reschedules Meeting for November 19, 2007 Upon Receiving Conditional Approval From the TSX Venture Exchange

TORONTO, ONTARIO--(Marketwire - Oct. 25, 2007) - Manor Global Inc. (the "Corporation" or "Manor")(TSX VENTURE:GGV.P), further to the press release issued on October 18, 2007, will hold an annual and special meeting of shareholders of the Corporation on November 19, 2007 to approve the proposed acquisition (the "Acquisition") of Mbience Corporation ("Mbience") by Manor. Manor had adjourned a meeting previously announced for November 7, 2007 in order to finalize the terms of the Acquisition. Manor has since obtained conditional approval from the TSX Venture Exchange Inc.(the "Exchange") to mail a management information circular the ("Circular") seeking approval for the Acquisition, and other related items. Subject to Exchange and Corporation shareholder approval, the Acquisition will serve as the Corporation's qualifying transaction ("Qualifying Transaction").

The securities exchange agreement for the acquisition of Mbience (the "Agreement") as amended, provides that the Corporation will acquire all of the issued and outstanding shares of Mbience in exchange for 10,480,423 post-consolidation common shares of the Corporation and change its name to Mbience Corporation. In addition, the following transactions are proposed:

- Manor will consolidate its current 8,120,140 outstanding common shares at a ratio of approximately 1:9.21, so that the number of common shares outstanding will be reduced to 882,808 prior to the Acquisition.

- A condition of the Agreement is the completion of a private placement of a minimum of 2,873,563 common shares of the Company and a maximum of 3,448,276 common shares of the Company at a price of $0.87 per post-consolidation share, for gross proceeds of a minimum of approximately $2,500,000 and a maximum of approximately $3,000,000, to be completed concurrently with the closing of the Acquisition. The proceeds of the private placement will be used to fund the ongoing operations of the resulting issuer upon completion of the Acquisition.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Standard Securities Capital Corporation, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

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

Contact Information

  • Manor Global Inc.
    Harvey H. McKenzie
    Chief Financial Officer
    (416) 400-8003