FMX Ventures Inc. formerly Footmaxx Holdings Inc.
TSX VENTURE : FMX

FMX Ventures Inc. formerly Footmaxx Holdings Inc.

September 07, 2007 09:52 ET

Footmaxx Announces Agreement to Sell Its Assets

TORONTO, ONTARIO--(Marketwire - Sept. 7, 2007) - As a result, of the strategic review process as previously announced by the Company, the Company has entered into an asset purchase agreement for the sale of substantially all of the assets utilized in carrying on its business to Footmaxx of Canada ULC (TSX VENTURE:FMX), Footmaxx of New Hampshire, Inc. and Footmaxx of Virginia, Inc. (collectively, the "Purchasers") for aggregate cash consideration of $16,300,000 and the assumption of obligations related to the Company's business (the "Transaction").

The proceeds from the Transaction will be applied to retire the Company's outstanding debentures and to satisfy costs associated with the Transaction. Following the closing of the Transaction, the Company intends to explore potential alternatives to maximize the value of the Company's listing and its accumulated tax losses.

A special meeting of the Company's shareholders will be called to vote on the Transaction. At the special meeting, the Company will also seek shareholder approval to change its name. To that end, Footmaxx intends to mail its management information circular for the special meeting in late September, 2007. Further details with respect to the Transaction will be disclosed in that circular.

Concurrent with the execution of the asset purchase agreement, shareholders of the Company representing approximately 62% of the issued and outstanding common shares of the Company have entered into lock-up agreements with the Purchasers which provide that, subject to certain terms and conditions, they will vote all of their common shares in support of the Transaction at the special meeting. Certain of those shareholders are also holders of the Company's debentures.

In the event the Company's shareholders approve the Transaction and subject to regulatory approval, it is anticipated that the Transaction will be completed on or about November 1, 2007.

Forward-looking Statements

This release may contain projections and other forward-looking statements regarding future events. Such statements are predications involving known and unknown risks, uncertainties and other factors that may cause the actual events or results to be materially different. Although the Company believes that the forward-looking statements contained herein are reasonable, it can give no assurance that the Company's expectations are correct. For information concerning factors affecting the Company's business, the reader is referred to the documents that the Company files from time to time with applicable Canadian securities and regulatory authorities.

Footmaxx produces and globally markets high quality, state-of-the-art orthopaedic devices and products. Footmaxx's diagnostic system and proprietary software provides detailed information which enable clinicians to further evaluate patients for certain for knee, hip, lower back and bio-mechanical problems. For more information on Footmaxx visit: www.footmaxx.com.

Number of Common Shares issued to date - 41,131,205

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