Matiadeka Ventures Inc.
TSX VENTURE : DKA.P

September 27, 2007 14:53 ET

Matiadeka Ventures Inc. Announces Proposed Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Sept. 27, 2007) - MATIADEKA VENTURES INC. (TSX VENTURE:DKA.P) (the "Corporation"), a Capital Pool Company, announced today that it has entered into a term sheet concerning a proposed transaction (the "Transaction") between the Corporation and Avante Security Inc. ("Avante") which, if completed, will be the Corporation's qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

Avante

Avante is a private company incorporated under the laws of the Province of Ontario with its head office located in Toronto, Ontario. Avante is engaged in the business of designing, installing and monitoring complex residential and commercial security systems and providing alarm response, executive protection and mobile and static guard services in the Greater Toronto Area.

Avante has developed proprietary hardware and software for wireless security, which provides monitoring for data and video, home automation and remote monitoring, demand/response energy management and metering application. Avante's Secure 724 S-WIP is a smart interactive portal module that uses proprietary hardware to convert wired information to a wireless format without the need of a personal computer or server. Secure 724 wirelessly transmits data in multiple formats to any wireless mobile device and/or PC. With 724 S-WIP BlackBerry software, a BlackBerry can fully remotely control and attain data from the 724 S-WIP module installed in a dwelling.

Transaction Summary

The Transaction will be structured as a share exchange whereby all of the shares of Avante will be acquired in consideration for the issuance of shares of the Corporation. The purchase price is $4,600,000 which is to be satisfied by the issuance of 23,000,000 shares of the Corporation having a transaction value of $0.20 per share. In addition the holders of options to acquire up to 2,500,000 shares of Avante at an exercise price of $0.20 will be granted options to acquire the same number of shares and on the same terms in the capital of the Corporation.

It is a condition of the Transaction that Avante conduct an equity private placement in an amount of no less than $300,000 and no more than $750,000 at the subscription price of $0.20 per share. The shares issued pursuant to the private placement will be exchanged for the same number of shares in the capital of the Corporation. The proceeds of the private placement will be used to pay creditors, including shareholder loans, and for working capital.

The Transaction is an arm's length transaction. No director or officer of the Corporation has any interest in Avante. Accordingly, the Transaction will not, as currently contemplated, be subject to approval by the shareholders of the Corporation. Further details of the Transaction will be announced as available.

Corporate Loan

The Corporation has agreed, subject to approval of the Exchange, to lend Avante up to $225,000 as a secured loan bearing interest at a rate of 8% per annum prior to completion of the Transaction. This loan would be in addition to the secured loan of $25,000 previously made by the Corporation to Avante. The proceeds of the loan would also be used to pay creditors and for working capital.

Conditions

Completion of the Transaction is subject to a number of conditions, including but not limited to, completion of the private placement, negotiation and signing of a definitive agreement, Exchange acceptance and shareholder approval of the change of name of the Corporation. The Transaction cannot close until all the conditions are satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.

Other

The Corporation is currently in the process of preparing a detailed press release regarding the Transaction which will satisfy the disclosure requirements of the Exchange. Trading in the common shares of the Corporation will remain halted pending the release of more fulsome disclosure regarding the Transaction and the satisfaction of the filing requirements of the Exchange.

Investors are cautioned that, except as disclosed in the 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 of the contents of this press release

Contact Information

  • Matiadeka Ventures Inc.
    Wesley De Shane, President, Chief Executive Officer,
    Chief Financial Officer and Director
    (519) 672-4065
    Email: wdeshane@rogers.com