Golden Sunset Trail Inc.
TSX VENTURE : GST.P

August 11, 2005 12:27 ET

Golden Sunset Trail Inc. Enters Lock-Up Agreement to Acquire Inoventiv (Canada) Corp

STONEY CREEK, ONTARIO--(CCNMatthews - Aug. 11, 2005) - GOLDEN SUNSET TRAIL INC. ("Golden Sunset") (TSX VENTURE:GST.P) is pleased to announce that it has entered into a lock-up agreement dated July 25, 2005 (the "Lock-Up Agreement") with Inoventiv (Canada) Corp ("Inoventiv") and Rene J. Belanger, Darryll McDonald, Julie Marshall, David Brendon, Frank Langley, Maria Mascarin and Net Keepers Integric Solutions Group Inc. (a company controlled by Shaul Swartz and Eric Bogatie), being the principal shareholders (collectively, the "Principal Shareholders") of Inoventiv pursuant to which the Corporation has agreed to make an offer (the "Offer") to purchase all of the issued and outstanding common shares ("Inoventiv Shares") of Inoventiv. The Offer is on the basis of 24.5220 units ("Units") of the Corporation for every one (1) Inoventiv Common Share tendered to the Corporation under the Offer at a deemed price of $0.15 per Unit, with each Unit consisting of one (1) common share in the share capital of the Corporation ("Common Share") and 188.997822 preferred shares in the share capital of the Corporation ("Preferred Share"). The Principal Shareholders hold collectively 100.0 % of the issued and outstanding Inoventiv Shares. It is expected that on closing of the Proposed Acquisition there will be 10,000 issued and outstanding Inoventiv Shares resulting in the issue of a total 245,220 Common Shares and 46,346,046 Preferred Shares.

The Preferred Shares will be convertible into Common Shares on a one for one basis upon the satisfaction of certain performance conditions by Inoventiv over the period expiring on December 31, 2007. A total of 4,000,000 Preferred Shares are convertible into Common Shares should Inoventiv enter into four bona fide, unconditional contracts with four separate, independent third parties on or before October 31, 2005. A maximum of 7,910,193 Preferred Shares are convertible into Common Shares should Inoventiv's earnings before taxes, interest, depreciation and amortization ("EBITDA") equal or exceed $1,435,700 for the year ended December 31, 2006 with 5,509,642 Preferred Shares being convertible should Inoventiv's EBITDA equal $1,000,000 for the year ended December 31, 2006. If Inoventiv's EBITDA for the year ended December 31, 2006 is between $1,000,000 and $1,435,700, the number of Preferred Shares that may converted into Common Shares will be determined on a pro rata basis A maximum of 34,435,853 Preferred Shares are convertible into Common Shares should Inoventiv's EBITDA equal or exceed $7,811,900 for the year ended December 31, 2007 with 26,448,766 Preferred Shares being convertible should Inoventiv's EBITDA equal $6,000,000 for the year ended December 31, 2007. If Inoventiv's EBITDA for the year ended December 31, 2007 is between $6,000,000 and $7,811,900, the number of Preferred Shares that may converted into Common Shares will be determined on a pro rata basis.

The Proposed Acquisition is an arm's length transaction and is subject to appropriate due diligence on behalf of the Corporation and Inoventiv. The Proposed Acquisition of Inoventiv is intended to be the proposed Qualifying Transaction of the Corporation, subject to regulatory and shareholder, if applicable, approval pursuant to Policy 2.4 of the Exchange.

Inoventiv was incorporated under the laws of Ontario in March, 2003 by its founder, President and CEO, Mr. John Marshall. The corporate office of Inoventiv is located at 5230 South Service Road, Burlington, ON. Inoventiv's corporate mission is to secure 'Search&Display' as a standard for dynamic messaging in global Online Marketing, based on it's real-time technology that is tailored to both Online Marketers and Publishers. Search&Display, which includes a professional development framework, customized integration, exceptional creative services and fully developed reporting and measurement tools, is rich in interactivity and in the opinion of Inoventiv, will effect an increase in the click-through and conversion rate of every online campaign, particularly for time-sensitive offers. Inoventiv's patent-pending innovation, Search&Display, addresses the growing demand for advanced search and delivery of branded relevant data in real time. In Inoventiv's opinion, it converts consumers into qualified online buyers by allowing the user to search and retrieve requested relevant information WITHIN THE AD UNIT without having to link to another page.

The following is a summary of the draft management prepared unaudited financial statements of Inoventiv for the period commencing November 1, 2004 and ending June 30, 2005. Readers are cautioned that this draft financial information has been provided to the Corporation by management of Inoventiv. There is no assurance that the financial information provided in this press release is accurate prior to the completion of an independent audit. Management of the Corporation has not verified the accuracy of this information.



For the 8 month Period
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Income Statement Ended June 30, 2005
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Revenue $ 0
Net Income (loss) $ (83,001)

Balance Sheet As at June 30, 2005
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Current Assets $ 129,983
Capital Assets, net $ 1,797
Current Liabilities $ 94,995
Retained Earnings $ (121,065)
Current Year Earnings (Deficit) $ (83,001)
Equity $ 240,851


The Corporation proposes to grant incentive stock options, subject to the approval of the Exchange, to the directors, officers, employees and consultants of the Corporation and Inoventiv, to acquire up to 109,000 Common Shares of the Corporation. The Corporation hereby reserves $0.15 as the exercise price for such stock options.

The Corporation will complete a Private Placement concurrent with the closing of the Proposed Acquisition. The Private Placement will be a minimum of $500,000 with the terms of the issue not yet determined.

The current members of the Board of Directors of the Corporation are Daniel Donn, Ian Carwardine and Lynn Patrick, all of whom will remain as directors of the Corporation after the proposed Qualifying Transaction. On completion of the proposed Qualifying Transaction, Mr. John Marshall will be appointed to the Board of Directors of the Corporation and as the President and Chief Executive Officer of the Corporation.

Mr. John Marshall is an 'International Technology and Consumer Goods Marketing Entrepreneur' with a longstanding interest in creative psychology and has developed strategic marketing programs for some of the largest companies in the world. For more than 20 years, Mr. Marshall has been creating corporate and product identities, brand development, marketing communications strategies and Internet visualization. Combining effective and unique campaigns with a pro-active approach to marketing, he has developed a repertoire of methods designed to assist companies in applying a more effective and strategic approach to corporate and product communications. Mr. Marshall is experienced in identifying new market opportunities, creating and implementing accountable marketing, communications plans and improving existing marketing processes and results. He was responsible for creating numerous advertising programs that delivered best-in-class results and awards while reducing costs and significantly improving existing brand and product awareness. An immediate family member of Mr. Marshall beneficially owns and controls approximately 23.5% of the issued and outstanding Inoventiv Shares.

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

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Acquisition, any information released or received with respect to the Proposed Acquisition 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 TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

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

Contact Information

  • Golden Sunset Trail Inc.
    Daniel Donn
    President & CEO and Director
    (905) 643-8762
    Email: danieldonn@cogeco.ca
    or
    Inoventiv (Canada) Corp
    John Marshall
    President & CEO
    (905) 681-2750
    Email: john@inoventiv.com