Iron Springs Capital Corp.
TSX VENTURE : ISP.P

September 21, 2005 09:00 ET

Iron Springs Capital Corp.: News Release

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Sept. 21, 2005) -

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

As previously announced, Iron Springs Capital Corp. (TSX VENTURE:ISP.P) (the "Corporation") has entered into a letter of intent dated August 11, 2005 with Kaboose Inc. ("Kaboose") to acquire 100% of the issued securities of Kaboose (the "Proposed Acquisition") as the Qualifying Transaction of the Corporation under the Capital Pool Company policies of the TSX Venture Exchange (the "Exchange"). In connection with the Proposed Acquisition, the Corporation, Kaboose and a syndicate of investment dealers led by GMP Securities Inc. (collectively, the "Agents") have agreed to a best efforts financing (the "Offering") of up to CDN$10,000,000 through the issuance of subscription receipts of Kaboose ("Subscription Receipts"). The gross proceeds of the Offering will be deposited into escrow with an escrow agent.

The Subscription Receipts shall 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. Pursuant to the terms of the Proposed Acquisition, each one common share of Kaboose, including the common shares issuable upon exchange of the Subscription Receipts, will be acquired by the Corporation in exchange for 3.1 common shares of the Corporation. The Exchange has not passed upon the merits of the Proposed Acquisition or the Offering.

The Exchange is continuing its review of the Proposed Acquisition.

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 is the largest independent online media company in the kids and family market in North America and is a top-10 global Internet destination for kids and families looking for entertaining, interactive and educational content. Since 2001, Kaboose has been a consolidator in the industry, having successfully acquired and integrated six companies. Today, Kaboose's users come from over 100 countries around the world, with approximately 85% residing in the U.S. In addition, over 95% of Kaboose's revenues are generated in the U.S., the majority of which are from Fortune 500 global brands, including Nestle, General Motors, Kellogg's and General Mills.

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