SOURCE: Midland Baring Financial Group

January 31, 2007 17:01 ET

Midland Baring Financial Group Files Early Warning Report Following Acquisition of Common Shares of Avalon Works Corp.

Early Warning Report Pursuant to National Instrument 62-103

TORONTO -- (MARKET WIRE) -- January 31, 2007 -- Midland Baring Financial Group (PINKSHEETS: MDBF) (the "Offeror"), 1 Place Ville-Marie, Suite 2821, Montréal, Québec H3B 4R4, announced that Midland Baring Asset Value Corporation, a company controlled by the Offeror, has acquired ownership of 2,000,000 common shares of Avalon Works Corp. ("Avalon") (the "Acquisition"). Prior to the Acquisition, the Offeror together with any joint actors did not beneficially own or exercise control or direction over any common shares, or securities convertible into common shares, of Avalon.

After giving effect to the Acquisition, the Offeror together with joint actors exercises control or direction over an aggregate of 2,000,000 common shares of Avalon, representing approximately 10% of the issued and outstanding common shares of Avalon (based on publicly available continuous disclosure documents filed by Avalon).

The Acquisition was effected through a private agreement pursuant to the terms of which the Offeror agreed to purchase 2,000,000 common shares of Avalon from Centara Corporation at a price of $0.10 per share payable in cash. The Acquisition did not take place on a stock exchange or other market. The common shares of Avalon were acquired for investment purposes although the Offeror intends to play an active role in the company's turnaround. The Offeror together with joint actors may from time to time, depending on market and other conditions, increase his beneficial ownership, control or direction over the common shares or other securities of Avalon, through market transactions, private agreements, treasury issuances, or otherwise.

This news release rectifies and clarifies the earlier press release announced on November 9, 2006 by the Offeror.

An early warning report in respect of the above noted transaction will be filed on SEDAR and will be available at www.sedar.com.

Important Information About Forward-Looking Statements

All statements in this news release that are other than statements of historical facts are forward-looking statements, which contain our current expectations about our future results. Forward-looking statements involve numerous risks and uncertainties. We have attempted to identify any forward-looking statements by using words such as "anticipates," "believes," "could," "expects," "intends," "may," "should" and other similar expressions. Although we believe that the expectations reflected in all of our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.

A number of factors may affect our future results and may cause those results to differ materially from those indicated in any forward-looking statements made by us or on our behalf. Such factors include our limited operating history; our need for significant capital to finance internal growth as well as strategic acquisitions; our ability to attract and retain key employees and strategic partners; our ability to achieve and maintain profitability; fluctuations in the trading price and volume of our stock; competition from other providers of similar products and services; and other unanticipated future events and conditions.

Contact Information

  • For further information, please contact:
    Simon Phaneuf MD, MBA
    Managing Director
    Midland Baring Financial Group
    1 Place Ville-Marie
    Suite 2821
    Montréal, Québec
    H3B 4R4
    Tel: (514) 448-6710
    Fax: (514) 448-6712