PRINTLUX.COM INC.
TSX VENTURE : PLX

December 07, 2007 09:00 ET

Printlux Receives Final Approval on Change of Business and Changes Name to Allana Resources Inc.

TORONTO, ONTARIO--(Marketwire - Dec. 7, 2007) -

NOT FOR DISTRIBUTION TO THE U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PRINTLUX.COM INC. (TSX VENTURE:PLX) ("Printlux" or the "Company") is pleased to announce that it has received final approval from the TSX Venture Exchange for its previously announced change of business transaction. In addition, the Company has changed its name to "Allana Resources Inc." and will begin trading under the symbol "AAA" effective December 10, 2007.

Change of Business

As previously announced (see the Company's press release dated December 15, 2006 and subsequent press releases), the Company has entered into a letter agreement dated December 15, 2006 to complete a change of business transaction (the "Transaction") and recently executed a definitive agreement (the "Definitive Agreement") to acquire certain mineral claims known as the Marble Mountain property located in the Parkin Township in the Sudbury Mining District within the province of Ontario (the "Property") from John and Marie Brady of Sudbury, Ontario and with 1311870 Ontario Inc. (collectively, the "Vendors"). As consideration for the Property, the Corporation will pay the Vendors (i) $7,500 within 10 days of the execution of the Letter Agreement (paid); (ii) $17,500 and 150,000 Common Shares on execution of the Definitive Agreement (paid and shares to be issued immediately); (iii) $35,000 and 200,000 Common Shares on or before December 31, 2007; (iv) $50,000 on or before December 31, 2008; and (v) $145,000 on or before December 31, 2009. The aggregate consideration to be paid to acquire the Property from the Vendors consists of $255,000 in cash and 350,000 Common Shares of the Corporation. All shares issued to the Vendors will be subject to a hold period that will expire on April 7, 2008. The deemed value of the Common Shares to be issued to the Vendors will be determined in accordance with the policies of the TSX Venture Exchange.

Additionally, the Corporation will keep the Property in good standing by performing a minimum of $31,025 on the Property in eligible assessment work to be filed and approved by the Ministry of Northern Development and Mines each year, with the first annual work amount required to be completed on or before December 31, 2008. The interest to be acquired pursuant to the Transaction specifically includes metallic minerals on the Property, but specifically excludes quarry stone. Under the terms of the proposed Transaction, any royalty payments as a result of quarrying operations will be the Vendors' responsibility and the Vendors will be responsible for conforming to all quarrying, mining and environmental regulations with respect to quarrying operations, while the Corporation will maintain all environmental, legal and regulatory safeguards with respect to its activities on the Property. Under the terms of the proposed Transaction, the Vendors will retain a 2.5% net smelter return royalty (the "NSR") on the Property, with advance royalty payments of $10,000 payable semi-annually commencing June 30, 2010. The Corporation will have the option to buyout 1.5% of the NSR for $1,500,000 (the "Buyout Amount") and all advance royalty payments and regular royalty payments shall reduce the Buyout Amount on a dollar for dollar basis. In the event that the Buyout Amount has been reduced to $0 (as a result of advance and regular royalty payments), the NSR will be reduced to 1.0% with advance royalty payments to continue. Any royalty payments as a result of quarrying operations will be the Vendors' responsibility. The NSR will be calculated and paid pursuant to provisions to be agreed between the parties in the Definitive Agreement. In the event the Corporation completes any other business deal on the Property, the Vendors' NSR will not be affected and shall remain in effect on the Property.

As previously announced, the Company called an annual and special meeting (the "Meeting") of shareholders for January 31, 2007 to seek, among other things, shareholder approval of the Transaction and related matters. A management information circular in connection with the meeting was mailed by the Company to its shareholders of record on December 27, 2006 (the "Circular"). At the Meeting, the Company's shareholders approved the proposed Transaction and related matters. For further information, reference should be made to the management information circular, a copy of which has been filed by the Company on SEDAR and is available under the Company's profile at www.sedar.com.

Debt Settlement

Additionally, the Company wishes to announce that the TSX Venture Exchange has approved the Company's debt settlement with Raffi Khorchidian, the President and Chief Executive Officer of the Company, Garo Deyrmenjian, a former director of the Company, and Hagop (Jack) Khorchidian, a former director and senior officer of the Company (the "Debt Settlement"). The Company settled approximately $365,104 in debt owed to these parties and in consideration, the Company will transfer out its current printing assets. In connection with the Debt Settlement, the Company retained Evans & Evans, Inc. to complete a Valuation Calculation Report and Related Fairness Opinion, a copy of which has been filed by the Company on SEDAR and is available under the Company's profile at www.sedar.com filed as a "Material Document" on October 5, 2007.

Private Placement Financing

The Company has closed its previously announced private placement raising a total of $1,000,000 through the issuance of 4,545,454 common shares at a price of $0.11 per common share and the issuance of 4,545,454 flow through shares at a price of $0.11 per flow through share. Each of the common shares and flow through shares are subject to a hold period that will expire on April 7, 2008. The proceeds from the Private Placement will be used to conduct a recommended $347,200 Phase 1 exploration program on the Property and for Transaction expenses and working capital purposes. See "Schedule "A" to the management information circular, a copy of which has been filed by the Company on SEDAR and is available under the Company's profile at www.sedar.com. There are no finder's fees or commissions payable by the Corporation in connection with the Private Placement.

Board of Director and Management Changes

As previously announced, upon completion of the proposed Transaction, the Company intends to appoint Mr. Tony Wonnacott as interim President and Chief Executive Officer of the Company. Mr. Wonnacott, a corporate and securities lawyer in Ontario, currently serves as a director of the Company. He has been a member of the Law Society of Upper Canada as Barrister & Solicitor in Ontario since February 2001. Mr. Wonnacott serves as a director, senior officer or Corporate Secretary of several Canadian private and public mineral exploration and production companies and has consulted extensively with several TSX Venture Exchange-listed junior mining companies.

In addition, the Company wishes to announce that Mr. David Gower and Mr. Lewis MacKenzie have been appointed as independent directors of the Company and Ms. Deborah Battiston will be appointed the Chief Financial Officer of the Company.

David Gower is currently the President and C.E.O. of Castillian Resources Corp., a TSX Venture Exchange listed mineral exploration and development Corporation. He has spent the past 20 years working for Falconbridge Limited and Noranda Inc. most recently as General Manager of Global Nickel and PGM Exploration for Falconbridge Limited and a member of the senior operating team for the nickel business. Falconbridge Limited and Noranda Inc. were both mining companies which merged in June 2005 under the name of Falconbridge Limited. In November 2006, Falconbridge Limited was acquired by Xstrata Canada Inc., a wholly-owned subsidiary of Xstrata plc ("Xstrata"), a global mining group. Prior to working in the nickel business, Mr. Gower was the General Manager of Copper and Zinc Exploration - Northern Hemisphere and Australasia for Noranda Inc., and was part of the discovery team of the Perseverance Deposit currently being developed by Xstrata in Matagami and the Duck Pond Deposit being developed by Aur Resources Inc. (a Canadian-based international mining company) in Newfoundland, Canada. Two of Mr. Gower's exploration teams have been awarded the prestigious "Prospector of the Year Award" by the Prospectors and Developers Association of Canada.

Major General (ret'd) Lewis MacKenzie, OStJ, OOnt, MSC, CD, a distinguished Canadian, retired from military service in the Canadian Forces in 1993 after 36 years of service. One of his many accomplishments included the command of Sector Sarajevo, Yugoslavia, under the United Nations Protection Force in 1992. Since his retirement from the military, Lew MacKenzie regularly appears on many of the international TV and radio networks as a commentator. He has been under contract to CBS, CTV, CBC and Southam News at various times during the past seven years. Lew was made an Honorary Chief of the Metro Toronto Police Force in 1993. He holds Honorary Doctorates from numerous Canadian Universities and is a member of the Board of Advisors of the Canadian Federation of AIDS Research. He was Tourism Canada's Canadian of the Year in 1992 and he is an alumnus of the Maclean's role of Honour. In 2007 and 2002 respectively he was invested with the Order of Canada and the Order of Ontario for his humanitarian work in Eastern Africa. Following the attacks of 11 September 2001 General MacKenzie was appointed one of two advisors to the Government of Ontario on counter-terrorism and emergency measures.

Ms. Deborah Battiston is a C.G.A. with over 20 years of accounting and financial management experience. She obtained her B.A. in Economics from the University of Guelph in 1981 and was Vice President Finance, C.F.O. for The Sun Blush Technologies Corporation, a TSX Venture Exchange listed company in the technology company, from August 1998 to June 2003. Since June 2003, Ms. Battiston has served as the Chief Financial Officer of several TSXVE-listing mineral exploration and development companies.

The Company would like to announce the resignation of Mr. Raffi Khorchidian and Mr. Jason Birmingham from the Board of Directors of the Company. For the sake of clarity, the Board of Directors of the Company now consists of Messrs. David Gower, Lewis MacKenzie and Tony Wonnacott.

In addition, the Company has granted directors, officers and consultants a total of 2,650,000 options to purchase common shares of the Company at an exercise price of $0.14 and valid for a period of five years from the date of issue, subject to regulatory approval.

Escrowed Securities

At the time of the issuance of the Circular, the Company made reference to an escrow agreement dated August 17, 2001, pursuant to which there were 1,403,326 Common Shares held in escrow. Subsequently, 701,663 were released from escrow on February 24, 2007 and the remaining 701,663 Common Shares were released from escrow on August 24, 2007, leaving no shares held under that escrow agreement.

Additionally, in the Circular, the Company advised that in accordance with the policies of the TSX Venture Exchange, all securities held by Principals of the Corporation at the time of the Final Exchange Bulletin confirming acceptance of the Transaction must be placed in escrow. The Company further advised that upon completion of the Transaction, 3,077,651 Common Shares and 100,000 Warrants would be subject to escrow (representing 2,727,651 common shares held by Raffi Khorchidian and 350,000 common shares and 100,000 warrants held by Jason Birmingham. As both of Raffi Khorchidian and Jason Birmingham will not be Principals of the Company, their securities of the Company will not be subject to any escrow conditions and will only be subject to resale restrictions imposed by securities laws.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Printlux.com Inc.
    Mr. Tony Wonnacott
    President & Chief Executive Officer
    (416) 775-7550