Everest Ventures Corp.
TSX VENTURE : EVE.P

September 09, 2008 20:17 ET

Everest Agrees to a Business Combination With hyperWALLET Systems Inc. for Its Qualifying Transaction and Brokered Private Placement

CALGARY, ALBERTA--(Marketwire - Sept. 9, 2008) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.

Everest Ventures Corp. ("Everest") (TSX VENTURE:EVE.P) is pleased to announce that it has entered into a letter of intent dated September 4, 2008 with hyperWALLET Systems Inc. ("hyperWALLET") and its principal shareholders that sets out the basic terms and conditions pursuant to which it is intended that Everest and hyperWALLET will complete a business combination (the "Proposed Transaction"). The Proposed Transaction is intended to be the Qualifying Transaction of Everest pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange"). It is expected that the combined entity, after completion of the Proposed Transaction (the "Resulting Issuer"), will qualify as a Tier 1 Category 2 Technology Issuer pursuant to the requirements of the Exchange. The Proposed Transaction will be an arm's length transaction as the directors and officers of Everest currently have no interest in hyperWALLET.

It is intended that the Proposed Transaction shall take place by way of an amalgamation, arrangement, share exchange or other similar form of transaction.

ABOUT HYPERWALLET

hyperWALLET is a private financial services technology company founded in 2000 with its principal office located in Vancouver, British Columbia and is incorporated under the Canada Business Corporations Act (the "CBCA"). The principal shareholders of hyperWALLET include Lisa Ann Shields (Vancouver, British Columbia), William Earl Crowley (Vancouver, British Columbia), and Anthony David de Werth (Lefroy, Ontario).

hyperWALLET's mission is to develop intuitive, accessible and low-cost payment solutions for the on-line and wireless markets.

hyperWALLET's technology and settlement services power a range of electronic solutions for multinational corporations, financial institutions and mobile carriers, including instant-issue bank accounts, payroll, social assistance, remittance, and stored-value card programs.

hyperWALLET's proprietary and patented multi-currency banking platform is scalable, auditable, efficient and easily integrated with settlement networks and enterprise applications.

hyperWALLET has also established correspondent bank relationships in key world jurisdictions, through its longstanding history as a trusted outsourced service provider to Canadian financial institutions, combined with a proven ability to customize, streamline and automate the unique regulatory enforcement and reporting requirements for each country.

hyperWALLET licenses its software to qualified financial services operators, however many customers choose its hosted services model, since hyperWALLET is able to provide rapid, low-cost settlement and clearing services in 17 currencies and 38 countries around the world, reaching over 600 million bank accounts.



Market Summary

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Example
Market Product Competitive Advantage Revenue Model Customers
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Inter- Cheque Market-Leading Global Transaction 6 of the
national Replace- Direct Deposit Service Fees, FX, largest
Commissions ment Float Network
Service Marketing
Organizations
in the USA
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Financial Client- Integrated direct Transaction First Nations
Services Servicing deposit + ATM Card, Fees & Float Governments,
Platform Features & Scalability, and/or Credit
Operational Track Licensing Unions,
Record and Hosted Independent
Services Mortgage
Fees Lender
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Mobile Carrier Brandable Platform, Licensing Carrier
Payments Payments Features & Scalability, and Hosted Consortium
Platform Operational Track Services
Record Fees,
Transaction
Fees
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Selected Financial Information of hyperWALLET

The following is a summary of the audited financial statements of hyperWALLET for the year ended March 31, 2008 and the unaudited management prepared financial statements for the three month period ended June 30, 2008. Readers are cautioned that this financial information has been provided to Everest by management of hyperWALLET and management of Everest has not verified the accuracy of this information.



-------------------------------------------------------------
June 30, 2008 March 31, 2008
unaudited interim period audited year end
-------------------------------------------------------------
Revenue 586,580 1,546,207
-------------------------------------------------------------
Cost of Sales 223,482 605,933
-------------------------------------------------------------
Expenses 423,238 1,903,268
-------------------------------------------------------------
Net Income (60,140) (962,994)
-------------------------------------------------------------
Assets 4,506,183 3,637,119
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Liabilities 5,130,890 4,316,538
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Shareholder Equity (624,707) (679,419)
-------------------------------------------------------------


THE PROPOSED QUALIFYING TRANSACTION

Consolidation of hyperWALLET Shares and Continuation

Prior to the completion of the Proposed Qualifying Transaction, Everest will amend its articles of incorporation to effect the consolidation of the Everest common shares such that each two (2) pre-consolidation common shares will become one (1) post-consolidation common share (each an "Everest Share"). Everest will also continue its jurisdiction of incorporation under the CBCA.

Share Exchange

Everest will issue one Everest unit ("Unit") in exchange for every four (4) hyperWALLET Shares. Each Unit shall consist of one Everest Share, one (1) series 1 preferred share, one (1) series 2 preferred share and one (1) series 3 preferred share (collectively, the "Preferred Shares"), with each series of Preferred Shares automatically exchangeable into one (1) Everest Share on the dates that are 4 months, 8 months, and 12 months from the date of the Final Exchange Bulletin (as defined in Policy 2.4 of the Exchange), respectively.

Sponsorship

Everest has made an application to the Exchange for an exemption from the sponsorship requirements in connection with the Proposed Transaction. There is no assurance that such exemption will be granted. Trading in Everest common shares will remain halted until such time as the sponsorship exemption has been granted or, if not granted, a sponsor has been engaged and initial sponsorship materials have been filed with and satisfactorily reviewed by the Exchange.

Stock Options

It is intended that the Resulting Issuer will grant incentive stock options ("Stock Options") on closing of the Proposed Transaction, subject to the approval of the Exchange, to employees, consultants, directors, officers of the Resulting Issuer and its subsidiaries, if any. Everest hereby reserves the exercise price of $1.00 for the Stock Options.

Transfer Within Escrow

It is also intended that certain of the founding directors and officers of Everest will, subject to Exchange approval, transfer within escrow in aggregate 350,000 escrowed Everest Shares for an aggregate consideration of $35,000, to certain incoming Principals, as defined in Exchange Policy 1.1, upon completion of the Proposed Transaction.

Name Change

It is also intended that the Resulting Issuer will be named "hyperWALLET Systems Inc." and will be governed by the CBCA.

PROPOSED BROKERED PRIVATE PLACEMENT

The Proposed Transaction will be completed in conjunction with a proposed brokered equity offering by Everest (the "Brokered Offering"). Blackmont Capital Inc. ("Blackmont") has agreed, subject to satisfactory due diligence and entering into of a formal agency agreement, to act as agent for and on behalf of Everest pursuant to the Brokered Offering to raise, on a commercially reasonable efforts basis, a minimum of $5,000,000 and a maximum of $6,000,000 from the sale of units of Everest (the "Private Placement Units") at a price of not less than $1.00 per Private Placement Unit.

Each Private Placement Unit will consist of one (1) Everest Share and one half of one non-transferable Everest Share purchase warrant (a "Warrant"), with each whole Warrant entitling the holder thereof to purchase one (1) additional Everest Share at a price of $1.50 for a period of 18 months from the date of issuance. The securities issued pursuant to the Brokered Offering will be subject to a four month hold period.

Blackmont will receive a cash commission equal to 8% of the gross proceeds received by Everest from the sale of the Private Placement Units as well as agent's options to acquire that number of Everest Shares equal to 8% of the number of Private Placement Units sold under the Brokered Offering. Blackmont will also receive a corporate finance fee and reimbursement for its reasonable out-of-pocket fees and expenses.

The proceeds from the Brokered Offering will be used by the Resulting Issuer for the expansion of hyperWALLET's business and general working capital. Additional amounts have been allocated for costs required to complete the Proposed Transaction and for unallocated working capital. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Resulting Issuer to achieve its business objectives.

Capitalization of the Resulting Issuer

Following the completion of the Proposed Transaction and assuming completion of the maximum number of Private Placement Units sold under the Brokered Offering, approximately 23,956,516 Everest Shares (including Everest Shares that will be issued upon the automatic exchange of the Preferred Shares) and other securities of Everest, exercisable or convertible into approximately 4,028,750 Everest Shares, are anticipated to be issued and outstanding.

DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER

Subject to and following the closing of the Proposed Transaction, the directors and senior officers of the Resulting Issuer are expected to be the following individuals:

Anthony David de Werth, Lefroy, Ontario, Director

Mr. de Werth has acquired more than thirty years of experience with CIBC Wood Gundy and Merrill Lynch Canada, where he served as the Chairman and Chief Executive Officer of CIBC Wood Gundy, Private Client Investments Inc.

In addition to his role as Chairman of hyperWALLET, Mr. de Werth has become an active investor and board member in several private and public companies.

Lisa Ann Shields, Vancouver, British Columbia, Chief Executive Officer and Director

Ms. Shields is the co-founder and Chief Executive Officer of hyperWALLET. She was responsible for guiding the company's evolution from a technology start-up company to a respected payments industry participant.

Prior to founding hyperWALLET, she served as e-commerce development manager for an internet start-up company specializing in high availability, real-time credit card processing. Earlier assignments included commercialization of a prototype criminal geographic targeting application to assist police investigators in pursuit of serious violent and serial offenders, management of an elite team on a project in noise and vibration prediction and control, and design and implementation of embedded real-time hydrodynamic submarine training software.

Ms. Shields was a founding director of the Wireless Innovation Society of British Columbia, and speaks frequently on payment and technology issues. She holds Bachelors and Masters of Science degrees in Engineering, both from the Massachusetts Institute of Technology.

Scott White, Toronto, Ontario, Director

Mr. White had practiced as a lawyer in the Province of Ontario, practicing in the areas of corporate/commercial law, administrative law and business law where he serviced a multinational, primarily corporate client base.

In addition to practicing law, Mr. White has been involved in a number of private and public enterprises as a director, officer and shareholder. Mr. White is a founding shareholder of Parlay Entertainment Inc., Frontenac Ventures Inc., Campbellville Partners Inc. and the founding partner of Bush Frankel White Barristers & Solicitors. Since 2000, Mr. White has served as the Chief Executive Officer of Parlay Entertainment Inc. (PEI:TSXV).

Darcy E. Krogh Vancouver, British Columbia, Director

Mr. Darcy E. Krogh is a founding shareholder and director of Chartwell Technology Inc., a software development company listed on the TSX. Mr. Krogh has extensive experience in the global capital markets. He has been directly involved in mergers and acquisitions, and raising equity for technology, mining and oil and gas companies during the past twenty seven years. Eighteen of those years were spent as an investment advisor employed as a registered representative with various Canadian investment dealers. Mr. Krogh received his Bachelor of Arts Degree in Economics from the University of Calgary in 1981.

The completion of the Proposed Transaction and the Brokered Offering are subject to the approval of the Exchange and all other necessary approvals. The completion of the Proposed Transaction is also subject to certain other additional conditions precedent, including, but not limited to: (i) entering into of a definitive agreement by Everest and hyperWALLET on or before September 19, 2008 (the "Definitive Agreement"); (ii) completion of satisfactory due diligence by each of Everest and hyperWALLET; (iii) the approval of the Proposed Transaction by each of Everest and hyperWALLET's respective board of directors; (iv) the approval of the shareholders of each of Everest and hyperWALLET; (v) completion of the Brokered Offering; (vi) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational condition or the assets of each of the parties to the Definitive Agreement; (vii) on or before the execution of the Definitive Agreement, the holders of not less than 50% of the hyperWALLET voting shares shall have entered into lock-up agreements with Everest whereby they will agree to vote in favour of the Proposed Transaction; and (viii) certain other conditions typical in a transaction of this nature.

All information contained in this news release with respect to Everest and hyperWALLET was supplied by Everest and hyperWALLET, respectively, for inclusion herein, and Everest and its directors and officers have relied on hyperWALLET for any information concerning hyperWALLET.

READER ADVISORY

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

Statements in this press release may contain forward-looking information including, operating costs, administrative costs, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Everest. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Everest does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, and if applicable pursuant to Exchange Requirements and majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Everest Ventures Corp.
    Darcy Krogh, President,
    Chief Executive Officer and Chief Financial Officer
    (604) 669-4180
    (604) 331-1508 (FAX)
    Website: www.sedar.com
    or
    hyperWALLET Systems Inc.
    Lisa Shields
    Chief Executive Officer
    (604) 482-0090
    (604) 482-0091 (FAX)