Iron Springs Capital Corp.
TSX VENTURE : ISP.P

November 15, 2005 18:24 ET

Iron Springs Capital Corp. Announces Receipt of Shareholder Approval for Amalgamation and Completion of $10,000,000 Subscription Receipt Financing by Kaboose Inc.

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 15, 2005) -

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

Iron Springs Capital Corp. (TSX VENTURE:ISP.P) (the "Corporation") is pleased to announce that at the special meeting of shareholders of the Corporation held on November 14, 2005 (the "Meeting"), the shareholders of the Corporation approved the continuance of the Corporation under the Canada Business Corporations Act and the subsequent amalgamation (the "Amalgamation") of the Corporation with Kaboose Inc. ("Kaboose"), as previously announced in the press release of the Corporation dated August 11, 2005 and as described in the Notice of Meeting and Management Information Circular of the Corporation dated October 17, 2005, available on www.sedar.com. At the Meeting, the shareholders of the Corporation also approved the name change of the Corporation to "Kaboose Inc.", the stock option plan of the Corporation and the re-appointment of Davidson & Company LLP, Chartered Accountants, as the auditors of the Corporation. In addition, Jason DeZwirek, Jonathan Graff, Michael Winton, A. Murray Sinclair and K. Peter Miller were elected to the board of directors.

The Amalgamation is governed by the terms of a qualifying transaction agreement (the "Qualifying Transaction Agreement") among the Corporation, Kaboose and the principal shareholder of Kaboose, whereby the Corporation has agreed to acquire 100% of the issued and outstanding securities of Kaboose (the "Proposed Acquisition"). Pursuant to the terms of the Qualifying Transaction Agreement, each one common share of Kaboose, including the common shares issuable upon exchange of the Subscription Receipts (as described below), will be acquired by the Corporation in exchange for 3.1 common shares of the Corporation. It is intended that the Proposed Acquisition will constitute the Corporation's Qualifying Transaction under the policies of the TSX Venture Exchange (the "Exchange"). The Exchange conditionally approved the Proposed Acquisition as the Corporation's Qualifying Transaction on October 21, 2005. It is expected that the Proposed Acquisition will be completed on November 18, 2005, after which the Corporation intends to apply for final Exchange approval.

The Corporation is also pleased to announce that in connection with the Proposed Acquisition, on November 8, 2005, the Corporation, Kaboose and a syndicate of investment dealers led by GMP Securities Inc. (collectively, the "Agents") completed a best efforts financing (the "Offering") of CDN$10,000,000 through the issuance of 10,000,000 subscription receipts of Kaboose ("Subscription Receipts") at a price of $1.00 per Subcription Receipt, as previously announced in the press release of the Corporation dated September 21, 2005. The gross proceeds of the Offering were deposited into escrow with an escrow agent. The Subscription Receipts will be automatically converted into common shares of Kaboose and the gross proceeds of the Offering will be released immediately prior to the completion of the Proposed Acquisition upon all conditions precedent to the completion of the Proposed Acquisition having been satisfied or waived to the satisfaction of the Agents. The Exchange has not passed upon the merits of the Proposed Acquisition or the Offering.

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.

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. The Company 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.

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

Contact Information

  • Iron Springs Capital Corp.
    A. Murray Sinclair
    President and Director
    (604) 689-1428
    or
    Kaboose Inc.
    Jason DeZwirek
    Chairman and Chief Executive Officer
    (416) 593-3000