OKALLA CORP.
TSX VENTURE : AOK

OKALLA CORP.

October 12, 2005 10:43 ET

Aloak Corp. Announces Proposed Acquisition of ProBilling Inc.

CALGARY, ALBERTA--(CCNMatthews - Oct. 12, 2005) -

Not for dissemination in the United States of America

Aloak Corp. ("Aloak") (TSX VENTURE:AOK) announced today that it has entered into a letter agreement dated October 12, 2005 (the "Letter Agreement") with ProBilling Inc. ("ProBilling") respecting the acquisition of all of the outstanding shares of ProBilling and a concurrent private placement financing. The entire transaction is an arm's length transaction and is subject to the policies of the Exchange.

About the Acquisition

The shareholders of ProBilling (the "Vendors") and Aloak have agreed that Aloak shall acquire all of the issued and outstanding common shares of ProBilling (the "Acquisition") in exchange for approximately 31,000,000 shares of Aloak ("Aloak Shares") at a deemed value of $0.05 CDN per share for a total acquisition value of approximately $1,550,000 CDN. At the completion of the Acquisition, the current owners of ProBilling will own 34.7% of Aloak (31,000,000 of resulting 89,226,057 Aloak Shares).

Concurrently, the Vendors have also agreed to contribute $600,000 US in operating capital to Aloak in exchange for 725,000 non-voting convertible preferred shares ("Preferred Shares"). Insiders of Aloak have agreed to concurrently exchange their aggregate $213,500 CDN in Aloak convertible debentures for 213,500 Preferred Shares. These Preferred Shares will have an annual dividend rate of 8% and will be convertible to units ("Units") at $0.10 CDN per Unit. Each Unit will consist of one Aloak Share and one Aloak Share purchase warrant (a "Warrant"). Each Warrant will be exercisable into one Aloak Share at an exercise price of $0.12 CDN per Aloak Share for a period of one year from the date of issuance of the Warrant.

Representatives of ProBilling and Aloak expect to enter into a formal agreement on or prior to October 31, 2005, at which time ProBilling and Aloak expect to issue a further press release setting out any additional details concerning the Acquisition.

It is contemplated that the Board of Directors of Aloak following the Acquisition will consist of the current board of Aloak plus two nominees of ProBilling. In addition to the existing senior management team, Aloak will recruit a senior operations manager for Probilling who has the specific industry experience and technical expertise to execute a revitalization and growth strategy for Probilling. Concurrent with the Acquisition, Aloak intends to change the names of Aloak Corp. to AOK Ventures Corp., its subsidiaries Aloak Inc. and Aloak Software Inc. to a number and Vesa Software Inc., respectively. Aloak, through its subsidiary Aloak Software Inc., will continue to operate and market its VESA software application consistent with past practice.

The Acquisition is an arms length transaction as none of the directors or officers of Aloak have any interest whatsoever in ProBilling.

Completion of the Acquisition is subject to a number of conditions in favor of ProBilling and Aloak, respectively, including the execution and delivery of a formal agreement, board approval of such formal agreement, completion of satisfactory due diligence inquiries, receipt of all necessary regulatory approvals (including the consent of the Exchange), receipt of third party approvals and approval of the shareholders of ProBilling and Aloak.

Information About ProBilling Inc.

ProBilling is a private company formed on December 21, 2001 under the Business Corporations Act (Alberta) with offices in the city of Calgary, Alberta. ProBilling has no subsidiaries. ProBilling is a three year old Internet-based billing service provider that has a proven, secure payment platform. Services include eChecking and 900 Billing, transaction dispute resolution, integration with merchant shopping carts and subscription management services.

The Vendors of ProBilling are 972513 Alberta Ltd. (88%), Steve Lawrence (10%) and Arizona Bay LLC (2%), a company incorporated under the laws of the state of California. The controlling shareholder of 972513 Alberta Ltd. is Steve Lawrence who owns 44% of the shares of 972513 Alberta Ltd.

The officers and directors of ProBilling are Steve Lawrence (President) and Robert Edmunds (Secretary and Treasurer).

Information About Aloak Corp.

Aloak is a publicly traded technology company listed on the TSX Venture Exchange under the trading symbol AOK. Through its wholly owned subsidiary, Aloak Software Inc., the company develops, licenses and provides hosting and support services for specialized web applications.

The Board of Directors of Aloak consists of Greg Smith, Clyde Beattie, Mark Sterling and Ian McAskile.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, the execution of a formal agreement relating to the Acquisition, Exchange acceptance and shareholder approval, if required. The Acquisition cannot close until the required shareholder approval, if required, is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither ProBilling nor Aloak will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Aloak and ProBilling.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this press release.

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