Bling Capital Corp.

December 17, 2008 17:55 ET

Bling Capital Corp. Announces Receipt of Conditional Approval for Qualifying Transaction and Terms of Private Placement

CALGARY, ALBERTA--(Marketwire - Dec. 17, 2008) -


Bling Capital Corp. (the "Corporation") (TSX VENTURE:BLI.P) is pleased to announce that further to the Corporation's press release dated September 8, 2008, the TSX Venture Exchange (the "Exchange") has conditionally approved the arms length acquisition (the "Acquisition") by the Corporation of all of the issued and outstanding securities of ON4 Communications, Inc. ("ON4"). The Acquisition is the proposed qualifying transaction of the Corporation. ON4 is a private corporation 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, as amended on December 16, 2008, pursuant to which the Corporation will acquire all of the issued and outstanding securities of ON4 in exchange for 27,965,888 common shares of the Corporation ("Bling Shares") at a deemed price of $0.30 per share representing a deemed aggregate acquisition price of $8,389,766. In addition, warrants to acquire 1,378,000 Bling Shares and options to acquire 2,275,000 Bling Shares will be issued to replace warrants and options currently outstanding in ON4.

Further to the Corporation's press release dated September 8, 2008, the Corporation expects to file the revised filing statement with information that is updated to reflect the Acquisition, together with related materials with the required regulatory authorities, including the Exchange, very shortly. The previous filing statement was dated June 30, 2008 and was previously filed on SEDAR.

Concurrent with the Acquisition, the Corporation is proposing to complete a brokered private placement (the "Private Placement") of a minimum of 4,500,000 Bling Shares and a maximum of 9,000,000 Bling Shares proposed to be sold at a price of $0.50 per share for gross proceeds of a minimum of $2,250,000 and a maximum of $4,500,000. Blackmont Capital Inc. (the "Agent") has agreed to act as agent for the Private Placement on a "commercially reasonable efforts" basis, subject to completion of due diligence. The Corporation has agreed to pay to the Agent a cash commission of 8% of the gross proceeds of the Private Placement and options to acquire that number of Bling Shares equal to 10% of the total number of Bling Shares sold under the Private Placement. The proceeds of the Private Placement are intended to provide the Corporation with additional working capital to carry on the business plans of ON4 on a consolidated basis to continue research and development efforts, expand sales and marketing, extend existing commercial activities, purchase additional inventory and for general corporate purposes.

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 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 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.

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 Acquisition is subject to a number of conditions, including, but not limited to, final Exchange acceptance. There can be no assurance that the Acquisition 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 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" pursuant to the policies of the Exchange. Trading in the shares of Bling will remain halted until completion of the Qualifying Transaction.

The TSX Venture Exchange, Inc. has in no way passed upon the merits of the Acquisition 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
    ON4 Communications Inc.
    Cameron Robb
    Chief Executive Officer
    (480) 284-4260