SOURCE: Brampton Crest International, Inc.

September 07, 2007 13:30 ET

Brampton Crest International Enters Into Preliminary Agreement to Acquire America's Emergency Network

MIAMI BEACH, FL--(Marketwire - September 7, 2007) - Brampton Crest International, Inc. (BCI) (OTCBB: BRCI) today announced that it had entered into a Memorandum of Understanding (Memorandum) to acquire and fund America's Emergency Network, LLC. (AEN), a closely held, Florida-based emergency communications systems company. The Memorandum is subject to BCI's due diligence, the successful completion of which is expected to lead to a definitive agreement by October 9, 2007.

The Memorandum outlines a two-stage transaction, whereby BCI will initially make a Phase I $1,000,000 equity investment in AEN in exchange for a 5% interest in AEN by October 9, 2007. Following that equity investment, BCI will make a subsequent Phase II $5,000,000 equity investment in AEN pursuant to a reverse merger, which contemplates that BCI's shareholders will then own 20% of the issued and outstanding shares of the capital stock of the merged entities. Immediately prior to the second funding, BCI will dispose all of its current assets, including Laurentian Peak Capital Group Inc., via a spin-off to BCI shareholders.

The current BCI board of directors will have the right to appoint one advisor to the Board of Directors of the post-merger company. Shareholders holding more than 5% of the post-merger company will agree not to sell or transfer any shares for one year, nor more than 12.5% of their shares in any 90-day period without BCI's consent.

It is the intent of the parties that Phase II qualify as a tax-free re-organization of AEN and therefore the terms of the Preliminary Term Sheet between the parties may be subject to modification based upon an analysis of the tax consequences to the parties.

On September 17, 2007, BCI, through its subsidiary, Laurentian Peak Capital Group Inc., will loan AEN $200,000 at 12% per annum, payable monthly for a term ending at the earlier of one (1) year or the day the Company completes the $1,000,000 equity investment in AEN. AEN will grant a first priority lien on all AEN assets as security.

In the event that the Company fails to raise an additional $5,000,000, and the closing of the merger does not occur, Brampton shall remain a minority member of AEN, with a 5% equity interest. If in such event, AEN shall have until July 3, 2008 to buy back the 5% interest owned by BCI for $1,250,000.

About AEN

When fully deployed, America's Emergency Network will link Emergency Operations Centers (EOCs) in cities, towns, counties, school boards, and other government entities with the general public, media outlets, first responders, and other government agencies. The system will send video feeds of news conferences by emergency officials and text bulletins issued at any EOC in any location to all users instantly. The robust system is designed to operate before and after disasters, even when telephone, cell phone, and terrestrial internet systems have failed. In addition, during short-fuse emergencies (tanker accidents, bio-hazards, etc.), AEN will provide an instant communications link directly to all subscribing media outlets. Critical information will reach the public much sooner, and many more people will be quickly informed since all subscribing media outlets will receive the text and video feeds at once.

About BCI

Brampton Crest International, Inc. is a publicly traded company which operates a wholly owned finance subsidiary engaged in making loans to the real estate, trade finance and asset-based industries. The Company also sells cosmetics and non-prescription dermatology products.

Certain statements in this press release that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use of words such as "anticipate," "believe," "expect," "future," "may," "will," "would," "should," "plan," "projected," "intend," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Brampton Crest International, Inc. (the Company) to be materially different from those expressed or implied by such forward-looking statements. The Company's future operating results are dependent upon many factors, including but not limited to the Company's ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its expansion plans; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company's control; and (iv) other risk factors discussed in the Company's periodic filings with the Securities and Exchange Commission, which are available for review at under "Search for Company Filings."

Contact Information

  • For further information:
    Brampton Crest International, Inc.
    (305) 531-1174