GVIC Communications Inc.

Glacier Ventures International Corp.
TSX : GVC

Glacier Ventures International Corp.

November 24, 2006 18:30 ET

GVIC And Glacier Announce Proposed Arrangement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 24, 2006) - The Boards of Directors of GVIC Communications Inc. ("GVIC") and Glacier Ventures International Corp. ("Glacier") (TSX:GVC) are pleased to announce that GVIC and Glacier have agreed that GVIC will propose an arrangement (the "Arrangement") among GVIC, GVIC's shareholders and Glacier.

Under the Arrangement, Glacier will acquire all of the shares of GVIC not currently owned by Glacier in exchange for common shares of Glacier. Each share of GVIC tendered will be exchanged for 0.0429 common shares of Glacier.

The transaction will provide liquidity for GVIC shareholders, as Glacier shares are publicly traded on the Toronto Stock Exchange under the symbol GVC.

Stirling Mercantile Corporation was retained to provide assistance to the board of GVIC and its independent directors and has provided a fairness opinion that the Arrangement is fair to the GVIC minority holders.

The completion of the Arrangement is subject to the satisfaction of a number of conditions including approval of the Arrangement by the shareholders of GVIC, the Toronto Stock Exchange and the Supreme Court of British Columbia. The Arrangement requires the approval by at least 66 2/3% of the votes cast by holders of GVIC voting shares and non-voting shares each voting separately as a class. Pursuant to the requirements of Ontario Securities Commission Rule 61-501 and Regulation Q-27 of l'authorite des marches financiers, the Arrangement must also be approved by the GVIC shareholders other than Glacier. GVIC shareholder approval will be sought at a special meeting currently scheduled for December 27, 2006.

The Arrangement is expected to close on or before December 31, 2006.

About GVIC: GVIC Communications Inc. is an information communications company focused on the provision of essential information and related services.

About Glacier: Glacier Ventures International Corp. is an information communications company focused on expanding across North America through both internal growth and the strategic acquisition of information communications companies that provide essential information and related services through print, electronic and online media.

Forward-Looking Statements

Certain statements in this press release may not be historical and may constitute forward-looking statements reflecting financial performance. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including the risk that there is no assurance that the transactions contemplated by the Arrangement will be completed as proposed or at all. Forward-looking statements are based on management's estimates, beliefs and opinions on the date the statements are made. Glacier and GVIC assume no obligation to update forward-looking statements if circumstances should change. Additional information on these and other potential factors that could affect Glacier's and GVIC's financial results are detailed in documents filed from time to time with the applicable Canadian securities regulatory authorities. Investors are cautioned that, except as disclosed in the management information circular to be prepared and sent to GVIC shareholders in connection with the Arrangement, any information regarding the Arrangement may not be accurate or complete and should not be relied on.


The Toronto Stock Exchange has neither approved nor disapproved the form or content of this release.

Contact Information

  • GVIC Communications Inc.
    and Glacier Ventures International Corp.
    Mr. Orest Smysnuik
    (604) 872-8565