Golden Sunset Trail Inc.

September 12, 2005 18:09 ET

Golden Sunset Trail Inc. Enters Sponsorship Agreement and Resumption of Trading

STONEY CREEK, ONTARIO--(CCNMatthews - Sept. 12, 2005) - GOLDEN SUNSET TRAIL INC. (the "Corporation") (TSX VENTURE:GST.P) previously announced that it entered into a lock-up agreement dated July 25, 2005 with Inoventiv (Canada) Corp ("Inoventiv") and the principal shareholders of Inoventiv pursuant to which the Corporation agreed to make an offer to purchase (the "Proposed Acquisition") all of the issued and outstanding common shares ("Inoventiv Shares") of Inoventiv. Readers are referred to the Corporation's Press Release dated August 11, 2005.

The Corporation is pleased to announce that both the Corporation and Inoventiv have each satisfactorily completed their respective due diligence process which was required to be completed by August 31, 2005. The Proposed Acquisition is an arm's length transaction and is intended to be the proposed Qualifying Transaction of the Corporation, subject to regulatory approval pursuant to Policy 2.4 of the TSX Venture Exchange.

The Corporation is very pleased to announce that, subject to completion of satisfactory due diligence, First Associates Investments Inc. has agreed to act as sponsor to the Corporation in connection with the Proposed Acquisition. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. The Corporation and First Associates entered a Sponsorship Agreement dated August 26, 2005. Management of the Corporation has a very positive longstanding relationship with First Associates and values and respects their participation as sponsor.

The Corporation will complete a non-brokered private placement of common shares (the "Private Placement") concurrent with the closing of the Proposed Acquisition. The Private Placement will be for a minimum of $500,000 and a maximum of $750,000 at a price of $0.20 per common share, with the subscription funds from the Private Placement to be held in trust pending closing of the proposed Qualifying Transaction. The Private Placement will be solicited by management of the Corporation and no fees or commission will be paid to management for their solicitation of subscriptions. The Corporation's management reserves the right to accept or reject subscriptions as available.

The Corporation expects that trading in the common stock of the Corporation, under the current symbol of 'GST.P' willl resume on the TSX Venture Exchange on September 14, 2005.

The Corporation intends to advance, by way of a refundable deposit, up to $100,000 to Inoventiv as prescribed by Policy 2.4 Capital Pool Companies. The advance of the refundable deposit is subject to the approval of the TSX Venture Exchange.

Completion of the Proposed Acquisition is subject to a number of conditions, including but not limited to, Exchange approval. 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
    Chief Executive Officer, Chief Financial Officer,
    President and Director
    (905) 643-8762
    Inoventiv (Canada) Corp
    John Marshall
    President & CEO
    (905) 681-2750