Bling Capital Corp.
TSX VENTURE : BLI.P

September 08, 2008 19:32 ET

Bling Capital Corp. Announces Withdrawal of DataTrail From Its Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Sept. 8, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Bling Capital Corp. (the "Corporation") (TSX VENTURE:BLI.P) wishes to announce that further to the Corporation's press release dated July 3, 2008, the definitive agreement (the "DataTrail Share Exchange Agreement") dated effective June 30, 2008 between the Corporation, DataTrail Inc. ("DataTrail"), the McCann Family Holding Corporation and Patrick Hamilton (collectively, the "DataTrail Parties"), pursuant to which the Corporation will acquire all of the issued and outstanding securities of DataTrail (the "DataTrail Acquisition"), terminated on August 29, 2008 pursuant to its terms. Certain DataTrail Parties decided not to extend the DataTrail Share Exchange Agreement and as a result the DataTrail Acquisition will not be proceeding.

Concurrently, the Corporation, ON4 Communications, Inc. ("ON4") and ON4 Communications Inc. (collectively, the "ON4 Parties") have extended the termination date contained in the agreement dated effective June 30, 2008, pursuant to which the Corporation will acquire all of the issued and outstanding securities of ON4, to November 15, 2008.

The arms length acquisition by the Corporation of all of the issued and outstanding securities of ON4 (the "ON4 Acquisition") was the original transaction entered into by the Corporation as originally announced on November 2, 2007 as the proposed qualifying transaction of the Corporation. The ON4 Acquisition will continue to be the proposed qualifying transaction of the Corporation (the "Proposed Qualifying Transaction"). The closing of the ON4 Acquisition was not conditional upon the closing of the DataTrail Acquisition.

The Corporation will be preparing and filing amended materials with the required regulatory authorities, including the TSX Venture Exchange Inc. (the "Exchange"). Among the amended materials to be filed will be an amended Filing Statement, which will revise the Filing Statement dated June 30, 2008.

Further to the Corporation's press release dated July 2, 2008, the Private Placement of the Corporation as currently structured will be revised by ON4 and the Corporation in connection with the review of the amended documentation, including the necessary use of proceeds. Further details in connection with the Private Placement will be provided by the Corporation when a decision is made in its entirety.

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. Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Proposed Qualifying Transaction, 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.

In accordance with Exchange policy, the Corporation's shares are currently halted from trading and will remain halted until further notice.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Proposed Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Proposed Qualifying Transaction and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Qualifying Transaction and associated transactions, that the ultimate terms of the Proposed Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Proposed Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, DataTrail Inc., ON4 Communications, Inc., or their respective financial or operating results or (as applicable), their securities.

The TSX Venture Exchange, Inc. has in no way passed upon the merits of the Proposed Qualifying Transaction 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