Sawhill Capital Ltd.
TSX VENTURE : SWW

December 27, 2007 18:14 ET

Sawhill Capital Ltd. Enters Into Agreement for Potential Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Dec. 27, 2007) - Sawhill Capital Ltd. ("Sawhill") (TSX VENTURE:SWW.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "TSXV"), is pleased to announce that it has entered into an agreement dated December 21, 2007, (the "Letter Agreement"), for the arm's length acquisition of 100% of the common shares of SatFax Networks Inc. ("SatFax"), a company incorporated under the laws of Alberta. Pursuant to the terms of the Letter Agreement, subject to completion of satisfactory due diligence and receipt of all necessary regulatory and TSXV approvals, Sawhill intends to make this proposed acquisition of SatFax its "Qualifying Transaction" as defined in TSXV Policy 2.4. In connection with this proposed transaction, Sawhill has provided SatFax with an advance of $25,000.

SatFax is a private company located in Red Deer, Alberta that has developed a proprietary faxing solution that operates effectively over any connection including satellite, cellular and high-speed internet. SatFax derives its income from the initial sale of Fax Terminal Adapters to a broad range of clients worldwide, which is supplemented with recurring monthly revenue generated from phone lines, fax lines and various services including Virtual Private Networks. The founding shareholders and management of SatFax have extensive experience in the internet industry and are committed to providing ongoing solutions to the various markets of satellite, wireless internet, digital cellular and voice over internet protocol.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV policies or applicable corporate and securities laws, shareholder approval. There can be no assurance that the proposed transaction will be completed as proposed or at all. In addition, sponsorship of the proposed transaction may be required in accordance with TSXV policies, but has not yet been obtained.

Investors are cautioned that, except as disclosed in the publicly disseminated press releases of Sawhill and the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Sawhill, a capital pool company, should be considered highly speculative at this time based on the information contained herein.

Trading of the common shares of Sawhill has been halted in connection with the dissemination of this press release, and trading will recommence at such time as sponsorship is obtained or it is determined that the transaction is exempt from the sponsorship requirements. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases.

The TSX Venture Exchange 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

  • Sawhill Capital Ltd.
    Randal Matkaluk
    President, Chief Executive Officer, Chief Financial Officer
    and a director
    (403) 287-1340