Greenwich Global Capital Inc.
NEX BOARD : GGB.H

November 30, 2006 17:08 ET

Greenwich Global Capital Inc. Announces That The TSX Venture Exchance Inc. Has Conditionally Approved its Qualifying Transaction with Ecom Financial Corp.

TORONTO, ONTARIO--(CCNMatthews - Nov. 30, 2006) - Greenwich Global Capital Inc. ("Greenwich") (TSX VENTURE:GGB.P) is pleased to announce that the TSX Venture Exchange Inc. (the "Exchange") has conditionally approved the qualifying transaction announced by Greenwich on May 2nd, 2006 consisting in the acquisition of all of the issued and outstanding shares of ECOM Financial Corp. ("ECOM") by way of a "three-corner" merger. For the purposes of the "three-corner merger", the value of all issued and outstanding shares of ECOM has been established, subject to adjustments, to be approximately $6,703,393 and ECOM's shareholders will receive under the merger agreement, about 26,813,572 shares of the resulting issuer, at a deemed value of $0.25 per share.

Upon completion of the proposed qualifying transaction, ECOM will become a subsidiary of Greenwich and the former ECOM's shareholders will exercise control over Greenwich.

Concurrently with the proposed qualifying transaction, Greenwich will proceed with a private placement for a minimum amount of $2 million and a maximum amount of $3 million. The terms of the offering and the offering price will be determined based on market conditions at closing. Greenwich will issue a press release confirming the terms of the offering upon the determination of same with Westwind Partners Inc., acting as agent and sponsor for the qualifying transaction.

Greenwich proceeded yesterday with the filing of its filing statement, through SEDAR, in accordance with the applicable policies of the Exchange. This filing statement is available to the public through the Exchange and SEDAR at the following address: www.sedar.com.

Subject to certain conditions, as more fully described in the filing statement, Greenwich and ECOM intend to proceed with the closing of the qualifying transaction and the concurrent private placement on or before the end of December 2006.

Westwind Partners Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the proposed qualifying transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

About ECOM Financial Corp.

ECOM is a corporation existing under the laws of the State of Florida, having been incorporated in 2005. Headquartered in Stuart, Florida with wholly owned subsidiary, EcomCard Canada Inc. based in Port Perry, Ontario, ECOM is a developer and marketer of prepaid, mass marketed, non-personalized and non-reloadable, instant issue gift cards under the Debit MasterCard brand.

Through the use of innovative marketing programs the eCOM MasterCard strives to enhance the consumer's gift card experience with value added features only available through ECOM distribution channels. Consumers may use the eCOM MasterCard for purchases everywhere Debit MasterCards are accepted, on-line or in traditional retail outlets without fear of identity theft issues or any application process.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

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

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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

Contact Information

  • Source: Greenwich Global Capital Inc.
    Daniel F. Hachey
    President & Chief Executive Officer
    905-206-1604