SOURCE: Mortlock Ventures Inc.

March 12, 2008 09:29 ET

Mortlock Ventures Announces Letter of Intent to Acquire Capital Truss, Inc.

Company Plans to Shift Business Direction and Appoint New Board Members

IRVINE, CA--(Marketwire - March 12, 2008) - Mortlock Ventures Inc. (OTCBB: MLVI) ("Mortlock" or the "Company") today announced that on or about March 6, 2008, the Company entered into a Letter of Intent with CAPITAL TRUSS, INC., a California corporation ("CTI") and all of the shareholders of CTI (the "CTI Shareholders") which summarized the principal terms of a proposal by the Company to acquire from the CTI Shareholders, all of the issued and outstanding shares of capital stock of CTI, in exchange for certain shares of the Company's common stock (the "CTI LOI").

The CTI LOI provided that the Company would issue, or cause to be transferred, such number of shares of its common stock (the "Common Stock") to the CTI Shareholders so that upon issuance, the CTI Shareholders, in the aggregate, own thirty million (30,000,000) shares of the Company's common stock (the "Mortlock Shares"). At or immediately following the Closing (as such term is defined below), there shall be no more than a total of forty-nine million two hundred eight thousand (49,208,000) shares of the Company's common stock issued and outstanding, including the aforementioned thirty million (30,000,000) shares.

The CTI LOI further provided for the creation of a class of preferred stock which has three (3) votes per share (the "Preferred Stock"). The Preferred Stock expires fifteen (15) years from the Closing Date (as such term is defined below) and is non-transferrable. The amount of Preferred Shares issuable to the CTI Shareholders is such that upon issuance, the CTI Shareholders, in the aggregate, own thirty million (30,000,000) shares of the Company's Preferred Stock and so that there are no more than a total of forty-nine million two hundred eight thousand (49,208,000) shares of the Company's Preferred Stock are issued and outstanding, including the aforementioned thirty million (30,000,000) shares.

The terms of the proposed acquisition as outlined herein have been filed with the Securities and Exchange Commission ("SEC"), effective March 10, 2008.

Company management further announced its intention to shift its business direction to the telecommunications and financial service sectors and to relocate the focus of its endeavors to pursue those opportunities presented within the Chinese marketplace. In anticipation of this new direction, the Company wishes to advise its intent, upon completion of certain agreements and conditions, to move ahead under a new company name which best reflects the Company's new direction. Management is utilizing this transition period in order to quickly develop a new business plan and to rapidly acquire the expertise needed to successfully capitalize on the revised business model.

In related news, upon execution of a definitive agreement, the Company shall appoint the following individuals as members to the Company's Board of Directors (the "Board"): Maximilian Schwarz, George Alvarez and Colin Tay. Following appointment of the aforementioned individuals, all remaining members of the Board shall resign.

The closing is set to occur not later than sixty (60) days after execution of the definitive Agreement or as soon thereafter as possible (the "Closing" or the "Closing Date").

On behalf of the Board,
Mortlock Ventures Inc.
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Michael Laidlaw, President

Notice regarding forward-looking statements

This news release may contain forward-looking statements or information. Forward-looking statements or information include statements regarding the expectations and beliefs of management. Forward-looking statements or information include, but are not limited to, statements or information with respect to known or unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Forward-looking statements or information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, risks and uncertainties relating to obtaining financing to meet the Company's current or future plans and other risks and uncertainties, including those described under "Risk Factors" in the Company's Annual Report on Form 10-KSB filed on August 7, 2007, which is on file with the Securities and Exchange Commission, as well as the Company's other SEC filings. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The Company does not undertake any obligation to release publicly revisions to any "forward-looking statement," to reflect event or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as is required under applicable securities laws.

Contact Information

  • Contact Information:
    Michael Laidlaw
    President
    Tel. 604-324-1955
    Mortlock Ventures Inc.