Bling Capital Corp.
TSX VENTURE : BLI.P

July 03, 2008 20:34 ET

Bling Capital Corp. Announces Receipt of Conditional Approval for Qualifying Transaction and Filing of Filing Statement

CALGARY, ALBERTA--(Marketwire - July 3, 2008) -

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Bling Capital Corp. (the "Corporation") (TSX VENTURE:BLI.P) is pleased to announce that further to the Corporation's press releases dated November 2, 2007 and March 27, 2008, the TSX Venture Exchange (the "Exchange") has conditionally approved the arms length acquisitions (the "Acquisitions") by the Corporation of all of the issued and outstanding securities of ON4 Communications, Inc. ("ON4") and DataTrail Inc. ("DataTrail"). ON4 and DataTrail are both private corporations engaged in the business of location-based services.

The Corporation has entered into a definitive agreement dated June 30, 2008 with ON4 and the principal shareholder of ON4, pursuant to which the Corporation will acquire all of the issued and outstanding securities of ON4 in exchange for 23,927,544 common shares of the Corporation ("Common Shares") at a deemed price of $0.30 per share representing a deemed aggregate acquisition price of $7,178,263. Warrants to acquire 1,378,000 Common Shares and options to acquire 775,000 Common Shares will be issued to replace warrants and options currently outstanding in ON4.

The Corporation has also entered into definitive agreement dated June 30, 2008 with DataTrail and certain shareholders of DataTrail, pursuant to which the Corporation will acquire all of the issued and outstanding securities of DataTrail in exchange for 10,914,597 Common Shares at a deemed price of $0.45 per share representing a deemed aggregate acquisition price of $4,911,569. Warrants to acquire 4,081,593 Common Shares and options to acquire 1,669,725 Common Shares will be issued to replace warrants and options currently outstanding in DataTrail. In addition, pursuant to the DataTrail definitive agreement, the Corporation has also agreed to repay certain debts of DataTrail.

The filing statement of the Corporation dated June 30, 2008, which describes the terms of the Acquisitions, has been filed with the Exchange and applicable securities commissions and is available on SEDAR under the Corporation's profile at www.sedar.com.

The Corporation is currently a capital pool company whose shares were both listed for trading and halted from trading on the Exchange on November 1, 2007, under the symbol "BLI.P" pending the announcement of the proposed Qualifying Transaction, as defined in the policies of the TSX Venture Exchange.

The Corporation, upon completion of the Qualifying Transaction,(the "Resulting Issuer"), will have an integrated location based services ("LBS") platform allowing partners (value added resellers, resellers, wireless carriers) to flexibly tailor applications to suit their unique market requirements. The combined synergy in the Resulting Issuer allows the company to immediately participate in the LBS marketplace in multiple market segments and deploy customized business models per segment.

Using the DataTrail LBS platform, ON4 will pursue specific markets where ON4 will have a dedicated brand and service presence such as the pet marketplace with the PetsMobility brand. This is a direct market channel and in these markets the business model is conducted through a wholly owned subsidiary of ON4 and provides a comprehensive suite of services and products with LBS services being just one component of the entire value proposition.

ON4 is expected to be positioned to be a major supplier of LBS services to the marketplace. ON4 plans to leverage the on-going technology developments and multi-channel revenue model for providing hosted LBS services to indirect market channel partners in specific vertical markets. This will allow ON4 to capitalize on LBS opportunities in both enterprise and consumer markets via value added resellers and carriers.

While the initial focus of DataTrail has been primarily on enterprise cargo tracking and assisted global positioning system, with additional activities in transportation, and personnel monitoring, ON4 has focused on the consumer market and has the ability to drive large device deployments through Data Trail's existing LBS platform and communications architecture.

The Resulting Issuer is expected to possess multiple distribution points, multiple devices with a complete infrastructure designed to rapidly interface with multiple devices and wireless carriers, and provide web-based access to information for end users in near real-time.

Completion of the Acquisitions is subject to a number of conditions, including, but not limited to, final Exchange acceptance. There can be no assurance that the Acquisitions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement, 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 Acquisitions and associated transactions and has neither approved nor disapproved of the contents of this press release.

Contact Information

  • Bling Capital Corp.
    Stuart Peterson
    President and Director
    (403) 234-0734
    or
    ON4 Communications Inc.
    Cameron Robb
    Chief Executive Officer
    (480) 284-4260
    or
    DataTrail Inc.
    Patrick Hamilton
    President
    (403) 253-3651