Miramare Capital Inc.

April 12, 2007 11:45 ET

Miramare Capital Inc.: Press Release

VICTORIA, BRITISH COLUMBIA--(CCNMatthews - April 12, 2007) - Miramare Capital Inc. (the "Corporation") (TSX VENTURE:MYZ.P) , a capital pool company, announces that it has entered into a letter of intent (the "Letter of Intent") dated April 11, 2007 with Myzan Ltd. ("Myzan"), a United Kingdom software development and consulting services company. Pursuant to the Letter of Intent, the Corporation will acquire all of the issued ordinary shares of Myzan and in consideration therefor, the Corporation will issue 3,552,667 common shares at a deemed price of $0.50 per share, subject to approval of all Myzan shareholders and subject to an independent valuation of the Myzan shares. Also, options to purchase a total of 355,267 common shares will be granted to the directors, officers, employees and consultants of the Corporation and Myzan, at an exercise price of $0.75 per share. Pursuant to the Letter of Intent, the Corporation has made a non-refundable advance to Myzan in the amount of $25,000.

The Corporation also proposes to complete a brokered private placement (the "Private Placement") of 2,000,000 Common shares at a price of $0.25 per share to raise gross proceeds of $500,000 to close concurrently with the closing of the Acquisition, as hereinafter defined.

Myzan was incorporated under the Company Act of the United Kingdom on 9th of July 2001. Its head office is located at 123 Westminster Bridge Road, London, England, SE1 7HR. Myzan is in the business of providing software development and consulting services. Myzan owns intellectual property including: (a) software copyright; (i) Iconmatch ™; (ii) Back Office Control System (BOCS™); (iii) ILS™V1 (Internet Lottery System); (iv) FLAREMAKER™; (v) 1-Click Mobile Billing System - VO.5; (vi) Sharepoint-based Intranet and Extranet which include confidential processes, templates, and strategy documents; (b) various trademarks including Iconmatch, BOCS, ILS and FLAREMAKER; (c) various industrial designs including the MYZAN logo and the screen designs of the products; and (d) copyright on business plans and marketing plans relating to the above products.

The management prepared unaudited financial statements of Myzan for the year ended March 31, 2006 indicate that Myzan had turnover (gross sales) of Pounds Sterling 7,200 (approximately $16,200 Cdn.), loss on ordinary activities of Pounds Sterling 181,326 (approximately $407,984 Cdn.), and shareholders' deficiency of Pounds Sterling 61,582 (approximately $138,560 Cdn.).

The following persons, who are all currently officers and directors of the Corporation, will remain as officers and directors of the Corporation upon completion of the Private Placement and Acquisition: William E. Smith, President, Chief Executive Officer, and Director; Kim Johnson, Secretary and Director; Michael Tomczak, Director; Harry Davis, Director; Tony Brewis, Director; and Troy Restell, Chief Financial Officer and Director.

William E. Smith, the President, Chief Executive Officer and a Director of the Corporation, is a director and owns 23.25% of the issued shares of Myzan. Tony Brewis, a Director of the Corporation, is the Managing Director and owns 18.42% of the issued shares of Myzan. Michael Tomczak, a Director of the Corporation, owns 2.66% of the issued shares of Myzan.

The acquisition of the issued shares of Myzan (the "Acquisition"), which will be a non-arm's length transaction, is proposed to be the Qualifying Transaction of the Corporation within the meaning of Policy 2.4 of the TSX Venture Exchange. The transaction is subject to all required parties entering into a formal agreement, meeting all regulatory requirements, and obtaining majority of minority approval by the shareholders of the Corporation.

Upon completion of the Acquisition, the Corporation will be classified as a technology issuer on the TSX Venture Exchange.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot be closed until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular, or filing statement, to be prepared in connection with the transaction, any information released or received with respect to the transaction 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Miramare Capital Inc.
    William E. Smith
    (250) 598-6652
    (610) 643-6302 (FAX)
    Email: info@myzan.com