HTN Inc.

HTN Inc.

February 07, 2014 09:00 ET

HTN Inc. Enters into Agreement to Acquire APT Software & Double Door Communications

TORONTO, ONTARIO--(Marketwired - Feb. 7, 2014) - HTN Inc. (TSX VENTURE:HET.H) ("HTN" or the "Company") is pleased to announce that the Company has agreed to acquire two privately held companies (the "Target"): APT Software Canada Inc. ("APT") and Double Door Communications Inc. ("Double Door"), both of which are collectively owned as to 100% by Manish Dixit and Malay Dixit (the "Shareholders").

The purchase of the Target (the "Transaction") will form the basis for HTN's reactivation from the NEX Board of the TSX Venture Exchange (the "Exchange") to Tier 2 on the Exchange, subject to HTN meeting all of the Tier 2 Initial Listing Requirements for Technology Issuers following completion of the Transaction. Completion of the Transaction is subject to a number of conditions, including, without limitation, execution of definitive agreements and other transaction documents, completion of due diligence, and receipt of all regulatory approvals, including approval of the Exchange.

Transaction Terms:

HTN and the Target have executed a letter of intent which outlines the proposed terms by which the Company will acquire the Target. As consideration for the Target, the Company has agreed to issue 10,000,000 common shares of HTN to the Shareholders on closing of the Transaction. In addition, 5,000,000 common shares of the Company (the "Performance Shares") will be issued and deposited into a performance escrow account, with the release terms of the performance escrow to be settled under the definitive agreement.

Description of the Target:

APT was incorporated under the Canada Business Corporations Act in June 2010 and since the date of incorporation carries on the IT business of owning, operating and marketing software development services and developing and owning proprietary software. Double Door was incorporated under the Canada Business Corporations Act in November 2008 and since the date of incorporation carries on the business of providing outsourced digital media services and staffing.

HTN will be focused on the delivery of mobile applications and technology as well as enterprise onshore/offshore software development.

A comprehensive press release will be issued by the Company once the other details of the Transaction have been confirmed and a definitive agreement has been executed.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Transaction is subject to a number of conditions including Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that 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 HTN Inc. 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 the contents of this press release.

Forward Looking Statements

Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements or information appear in a number of places and can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information include statements regarding the Transaction, expected revenues of the Target and mobile strategy of the Target. Such forward-looking statements and information are subject to risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. There can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of the Company. We undertake no obligation to reissue or update any forward-looking statements or information except as required by law. All forward-looking statements and information herein are qualified by this cautionary statement.

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