SOURCE: Tryx Ventures Corp.

August 24, 2005 14:40 ET

Tryx Enters Into Share Exchange Agreement With Entertainment Software Provider

VANCOUVER, BC -- (MARKET WIRE) -- August 24, 2005 -- Tryx Ventures, Corp. (OTC BB: TRYXF) ("TRYX") is pleased to announce we have entered into a share exchange agreement with the shareholders of Ignition Technologies Inc., a Nevada corporation doing business as Mobile Gaming Now ("Ignition"). Subject to TRYX shareholder approval, we have agreed to acquire 47,370 issued and outstanding shares of common stock of Ignition in exchange for 4,500,000 pre-stock split shares of common stock in TRYX. TRYX shareholders are scheduled to vote on, among other things, the forward split of the stock and the share exchange on September 26, 2005 at the TRYX annual and special general meeting. The 4,500,000 pre-stock split shares of TRYX will be restricted from trading under SEC Rule 144.

Ignition Technologies Inc. does business as Mobile Gaming Now and has developed software for the entertainment industry. To our knowledge Ignition is the first company to develop interactive multi player web and mobile poker software. Ignition has focused on using the application for games such as poker or games of skill such as golf.

"We are very excited to have an agreement with Ignition which we hope will enable TRYX to be the first to offer a wide range of mobile options to gaming enthusiasts around the globe. We believe that the applications for Ignition's software are limitless and are adaptable as new games or trends appear. We are hopeful and confident the shareholders will support the agreement with Ignition so we can begin building our presence in the marketplace," said Alessandra Bordon, CEO and President of TRYX Ventures Corp.

TRYX is also pleased to announce they have secured a 5-year $2,765,000 convertible debenture. The funds are convertible into units at a price of 0.70 cents per unit consisting of one common share and one share purchase warrant. Each share purchase warrant may be exercised for a period of three years from the date of issuance at an exercise price of $1.00. The proceeds of the convertible debenture will be used to develop the Ignition business. In lieu of interest, the debenture holder will receive a royalty from any revenues generated from the Ignition business.

"The transaction with TRYX will allow Ignition to aggressively mark our position in the entertainment software Industry. Being the first to develop mobile poker software, being capitalized and having the support of the TRYX shareholders will allow Ignition to grow and compete with other industry players," Mark Jensen, CEO of Ignition was quoted as saying.

TRYX is holding a special meeting of the shareholders on September 26th, 2005 to vote on the proposed agreement with Ignition, consideration of a 5.5 roll forward split and approval of the convertible debenture.

Please contact TRYX at 604-602-9596 to discuss the information contained in this release.

On Behalf of the Board

Alessandra Bordon, CEO and President

Legal Notice Regarding Forward-Looking Statements

Statements in this document which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this release include statements regarding: plans to purchase Ignition and its Mobile Gaming Now business; that the purchase will enable TRYX to be the first to offer a wide range of mobile entertainment options; that applications for Ignition's software are limitless and are adaptable as new games or trends appear; that we have secured a convertible debenture; that the transaction will allow Ignition to aggressively market its products; and that we will be able to compete with industry competitors. It is important to note that actual outcomes and the Company's actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the unforeseen technical difficulties in developing the software, which could among other things, delay product release and impede the planned functionalities of the software; failure to close the transaction because of negotiation failures or issues arising from due diligence review; competitors creating cheaper or better software with similar functionalities; our being unable to close on the convertible debenture financing due to negotiation failures or issues arising from the lender's due diligence; our failure to attract or retain key employees; and the failure of a sufficient market to develop for our products, among other risks. Readers should also refer to the risk disclosures outlined in filings of other start-up software companies filed from time-to-time with the SEC to better understand the risks facing early stage software development companies.

Contact Information

  • Contact:
    Alessandra Bordon