Manor Global Inc.
TSX VENTURE : GGV.P

January 23, 2007 11:21 ET

Manor Global Inc. Signs Letter of Intent to Acquire Mbience Corporation

TORONTO, ONTARIO--(CCNMatthews - Jan. 23, 2007) - Manor Global Inc. ("Manor" or the "Corporation")(TSX VENTURE:GGV.P), a Capital Pool Company ("CPC"), is pleased to announce that it has executed an arm's-length binding Letter of Intent dated January 19, 2007 (the "Agreement") with Mbience Corporation of Toronto, Ontario ("Mbience") to acquire all of the issued shares of Mbience (the "Proposed Transaction").

Mbience is a private Ontario Corporation engaged in the software and services industry. Mbience utilizes its patent pending portfolio to develop cutting edge network management solutions and services that provide mobile device users intelligent controls to protect and secure important data. Mbience provides a fully integrated solution that solves the need of data security and portability on mobile devices.

The Proposed Transaction will be an arm's length reverse take-over which, subject to approval of the TSXV, will constitute Manor's qualifying transaction under the TSXV policies. The final structure and share consideration of the acquisition, as well as a definitive share exchange agreement, will be determined at a future date between the parties. However, it is anticipated that following closing of the Proposed Transaction but prior to a proposed private placement, current Mbience shareholders will control approximately 90.52%, and current Manor shareholders will control approximately 8.48%, of the issued and outstanding common shares of the resulting issuer on a fully diluted basis. A finder's fee will be paid in Manor shares to Ms. Selanie Kwok, an arm's length party, equal to 1% of the issued and outstanding common shares of the resulting issuer on a fully diluted basis (prior to the proposed private placement).

As a condition of the Proposed Transaction, Manor shares are to be consolidated, expected to be on a 2-to-1 or 3-to-1 basis (the "Consolidation"). Manor also intends to complete a private placement financing concurrently with the Proposed Transaction of not less than $3,000,000 at a target price per share of $0.15 per common share (pre-Consolidation).

Trading in the common shares of Manor has been halted and will remain halted from trading subject to reinstatement for trading by the TSXV once Manor complies with the reinstatement requirements under TSXV Policy 2.4 Capital Pool Companies.

Senior management of the resulting issuer will consist of, among others, the following persons:

Terrence Lam co-founded Mbience in early 2005 and currently serves as its Chairman and CEO. In this role Mr. Lam specializes in many different areas, including strategic planning and corporate structuring, financial planning and risk management. Mr. Lam founded a mail order company, which, under his management, evolved into a nationwide direct marketing firm. Mr. Lam has also established several ventures in different industries including technology, telecommunications, distribution and publishing. Mr. Lam is also a venture investor and business consultant for early startup ventures.

Teresa Hau co-founded Mbience and currently serves as its President and COO. Ms. Hau was instrumental in securing strategic investments for the launch of Mbience. She is head of the American division and the sales and marketing division. She will focus her diversified skills on the development and maintenance of external business relationships. Ms. Hau brings to Mbience over 10 years of experience as an entrepreneur in the direct marketing and telecommunications industry. Her background includes early-stage investing in direct marketing, information technology and wireless companies. She brings a decade of executive experience with private companies, including broad involvement in many areas including planning and implementing successful growth strategies. Teresa frequently served as interim CEO or COO for these start-up companies.

A more detailed press release containing further particulars will be issued in due course.

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, 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.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

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.

Contact Information

  • Manor Global Inc.
    Harvey H. McKenzie
    Director
    (416) 400-8003