Iron Springs Capital Corp.
TSX VENTURE : ISP.P

November 18, 2005 17:55 ET

Iron Springs Capital Corp. Announces Completion of Acquisition of Kaboose Inc.

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 18, 2005) -

(Not for Dissemination to the US or to US Newswire Services)

Iron Springs Capital Corp. (TSX VENTURE:ISP.P) ("Iron Springs") is pleased to announce the completion of the acquisition of all of the issued and outstanding securities of Kaboose Inc. ("Old Kaboose") by way of amalgamation (the "Acquisition"), as previously announced in the press releases of Iron Springs dated August 11, 2005, September 21, 2005 and November 15, 2005. Effective November 18, 2005, Iron Springs and Old Kaboose filed Articles of Amalgamation under the Canada Business Corporations Act to form the amalgamated entity "Kaboose Inc." ("Kaboose") which will carry on the business and operations of its predecessor, Old Kaboose. Iron Springs is a capital pool company under the policies of the TSX Venture Exchange (the "Exchange") and the Acquisition shall constitute the Qualifying Transaction of Iron Springs as such term is defined in the policies of the Exchange. Kaboose will be a Tier 2 issuer on the Exchange.

Immediately prior to the closing of the Acquisition, the subscription receipts previously issued by Old Kaboose through a syndicate of investment dealers led by GMP Securities Ltd. for gross proceeds of $10 million (the "Offering"), as referred to in Iron Springs' press release of November 15, 2005, were converted into 10 million common shares of Old Kaboose. These common shares in turn were converted into common shares of Kaboose on a one-for-one basis. The net proceeds from the Offering will be released from escrow upon the Exchange issuing its bulletin announcing the commencement of trading of Kaboose's shares.

As a result of the Acquisition, Kaboose has a total of 56,287,262 common shares outstanding, 6,005,032 incentive options to purchase common shares in the capital of Kaboose, 382,332 Kaboose warrants to purchase common shares in the capital of Kaboose, 310,301 Kaboose Broker's Warrants and 685,275 Kaboose compensation options.

Effective November 18, 2005, the board of directors of Kaboose is comprised of the following individuals: Jason DeZwirek, Jonathan Graff, Michael Winton, A. Murray Sinclair and K. Peter Miller. The board of directors has appointed Jason DeZwirek as the Chief Executive Officer, Jonathan Graff as the President and Jonathan Pollack as the Chief Financial Officer.

Iron Springs received conditional approval of the Acquisition from the Exchange on October 21, 2005 and Kaboose now intends to file all necessary final documents with the Exchange to obtain final approval for the Acquisition. It is anticipated that trading of the Kaboose Shares will commence trading on November 28, 2005 under the stock symbol "KAB".

About Kaboose Inc.

Kaboose (www.kaboose.com), the largest independent online media company focused on kids and families, features over 12,000 pages of content for parents and over 500 games and educational activities for kids. Kaboose entertains, informs and educates over 7 million kids and parents every month and helps some of the world's leading brands reach this coveted audience.

This press release is not an offer of securities for sale in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended. Securities may not be offered or sold in the United States absent registration or an exemption from registration.

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

Contact Information

  • Kaboose Inc.
    Jonathan Pollack
    Chief Financial Officer
    (416) 593-3000