Lorian Capital Corp.

August 24, 2007 16:46 ET

Lorian Capital Corp. Announces the Closing of Its Qualifying Transaction with Medworxx Inc.

TORONTO, ONTARIO--(Marketwire - Aug. 24, 2007) - Lorian Capital Corp. (the "Corporation")(TSX VENTURE:LRN.P), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), announces today that on August 23, 2007 it closed its Qualifying Transaction with Medworxx Inc. ("Medworxx") pursuant to which the Corporation acquired all of the issued and outstanding common shares, options and common share purchase warrants of Medworxx (the "Acquisition"). The intention to complete the Acquisition was previously announced on April 26, 2007.

A Filing Statement describing the Corporation, Medworxx and the terms of the Acquisition, prepared in accordance with policies of the Exchange, is available under the Corporation's profile at www.sedar.com.

Pursuant to the Acquisition, the Corporation issued the following securities: 47,435,090 common shares at a deemed issue price of $0.155 per share, options to acquire 8,712,174 common shares, and warrants to acquire 4,862,565 common shares.

Concurrently with the closing of the Acquisition, the Corporation also closed its previously announced private placement of 9,677,420 units at a purchase price of $0.155 per unit, each unit being comprised of one common share and one-half of one common share purchase warrant, and each whole warrant entitling the holder thereof to purchase one common share for $0.25 for a period of two years from the date of issue (the "Private Placement").

The board of directors of the resulting issuer is comprised of Bernard Webber, Dan Matlow, Barry Tissenbaum, Renah Persofsky, Sam Marafioti, Chris Schnarr, and Robert Lamoureux. Mr. Schnarr and Mr. Lamoureux served previously as directors of the Corporation, while the remainder served as directors of Medworxx.

Upon completion of the Acquisition and the Private Placement, Lorian has outstanding 67,513,510 common shares, warrants to acquire 9,701,287 common shares, and options to acquire 9,752,174 common shares pursuant to its incentive stock option plan. Of the common shares issued and outstanding, 49,835,090 common shares are subject to escrow.

The completion of the Qualifying Transaction is subject to the Exchange's final approval, which is expected to occur after the Corporation provides all outstanding filings and fees regarding the Qualifying Transaction to the Exchange.

The common shares of the Corporation are expected to resume trading on the Exchange under the new symbol "MWX" after the Exchange issues its final bulletin in respect of the Qualifying Transaction. The Corporation expects to change its name to "Medworxx Corporation" at a meeting of shareholders to be held on or about September 28, 2007.

Investpro Securities Inc. acted as sponsor to the Corporation on the Qualifying Transaction, and agent to the Corporation on the Private Placement.


Medworxx Inc. is a Toronto-based software company focused exclusively on solutions for the North American healthcare marketplace. Its software comprises an integrated suite of solutions, including content management, learning management, policies and procedures, utilization management, single sign on, portal, and emergency readiness solutions.

Medworxx was formed in May 2004 under the laws of Ontario, with 3 employees, and has since grown to over 35 employees. Medworxx' executive team consists of experienced sales, marketing, software development, healthcare, and finance personnel. Medworxx currently has a customer base of approximately 75 healthcare organizations representing more than 200 hospitals and 200,000 end users who are distributed approximately 70% in Canada and 30% in the United States. Medworxx' customers use its software platform to increase competency, reduce redundancy, reduce costs, and simplify distribution of knowledge to staff and patients, creating a net effect of increased efficiency and improved patient safety and care.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

This press release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation and Medworxx to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the content of this news release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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