PRINTLUX.COM INC.
TSX VENTURE : PLX

December 15, 2006 17:00 ET

Printlux Proposes Change of Business

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 15, 2006) -

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PRINTLUX.COM INC. (TSX VENTURE:PLX) ("Printlux" or the "Company") is pleased to announce that it has entered into a letter agreement (the "Letter Agreement") dated December 15, 2006 to complete a change of business transaction (the "Transaction"). Pursuant to the Transaction, which has been negotiated at arm's length, the Corporation will, subject to regulatory and shareholder approval, enter into a definitive agreement (the "Definitive Agreement") to acquire certain mineral claims known as the Marble Mountain property located in the Parkin Township in the Sudbury Mining District within the province of Ontario (the "Property" or the "Marble Mountain property") from John and Marie Brady of Sudbury, Ontario and with 1311870 Ontario Inc. (collectively, the "Vendors"). The interest to be acquired pursuant to the Transaction specifically includes metallic minerals on the Property, but specifically excludes quarry stone.

The Property consists of 73 non-patented contiguous mining claims covering approximately 1,100 hectares in the Parkin Township in the Sudbury Mining District, Ontario. The Vendors acquired the Property by staking a 100% interest in 73 non-patented Ontario mining claims. The Marble Mountain property encompasses Archean mafic metavolcanics, felsic metavolcanics and mafic intrusive rocks typical of "greenstone belts" in the Canadian Shield. As the Marble Mountain property is located just west of the Parkin offset dyke the principle target of the exploration effort is offset dyke hosted Ni/Cu/PGM deposits, as a secondary target there is potential for volcanogenic felsic pyroclastic hosted massive sulphide occurrences.

Exploration to date comprises power stripping, and rock sampling. Fugro Airborne Surveys was contracted to fly an airborne Megatem geophysical survey on the Marble Mountain property.

An exploration program is planned, consisting of surface geophysics, geological mapping and sampling and a core drilling program to follow up on anomalies discovered.

There are two primary targets on the Marble Mountain property: (1) gold, cobalt, copper mineralization associated with 'skarned' areas of the Espanola limestone in contact with diabase intrusives and (2) as a secondary target, Ni/ Cu/ PGE enriched zones within or adjacent to the quartz diabase intrusive that underlies the property. All claims of the Marble Mountain Property are in Parkin township, located 30 km north-east of Sudbury. The property lies along a fracture zones that may be associated with the Parkin Offset dyke.

The Property is the subject of a National Instrument 43-101 technical report dated December 13, 2006, entitled "The Marble Mountain Property for Printlux" by John Buckle, P. Geo. of Geological Solutions, which has been filed under Printlux's profile on SEDAR and will be available at www.sedar.com . The press release has been reviewed by John Buckle, Qualified Person. John Buckle is independent of the Company.

As consideration for the Property, the Company will, subject to receipt of required regulatory approvals, pay the Vendors (i) $7,500 within 10 days of the execution of the Letter Agreement; (ii) $17,500 and 150,000 common shares of the Corporation on the date of execution of the Definitive Agreement (the "Effective Date"); (iii) $35,000 and 200,000 common shares of the Corporation on the first anniversary of the Effective Date; (iv) $50,000 on the second anniversary of the Effective Date; and (v) $145,000 on the third anniversary of the Effective Date. The common shares issued to the Vendors will be subject to a four month plus one day hold period in accordance with applicable securities law and approval by the Company's board of directors and the TSX Venture Exchange.

Under the terms of the proposed Transaction, the Vendors will retain a 2.5% net smelter return royalty (the "NSR") on the Property, with advance royalty payments of $10,000 payable semi-annually commencing 42 months after the execution of the Definitive Agreement. The Company will have the option to buyout 1.5% of the NSR for $1,500,000 (the "Buyout Amount") and all advance royalty payments and regular royalty payments shall reduce the Buyout Amount on a dollar for dollar basis. In the event that the Buyout Amount has been reduced to $0 (as a result of advance and regular royalty payments), the NSR will be reduced to 1.0% with advance royalty payments to continue. Any royalty payments as a result of quarrying operations will be the Vendors' responsibility. The NSR will be calculated and paid pursuant to provisions to be agreed between the parties in the Definitive Agreement. In the event the Corporation completes any other business deal on the Property, the Vendors' NSR will not be affected and shall remain in effect on the Property.

Printlux acknowledges that it will be required to perform a minimum of $31,025 on the Property in eligible assessment work to be filed and approved by the Ministry of Northern Development and Mines on or before each anniversary date of the Effective Date, commencing on the first anniversary thereof.

Each of the Vendors is at arms' length to Printlux. 1311870 Ontario Inc. is a private company incorporated under the laws of the Province of Ontario which is 100% beneficially owned by John and Marie Brady of Sudbury, Ontario.

Completion of the Transaction is subject to the successful completion of a minimum of approximately $500,000 and a maximum of approximately $1,000,000 in equity financing by the Corporation (the "Financing"). The Financing will consist of the non-brokered private placement of a minimum of approximately 2,272,727 million common shares of the Corporation at a price of $0.11 per common share and a minimum of approximately 2,272,727 common shares of the Corporation which qualify as flow-through shares ("Flow-Through Shares") for the purpose of the Income Tax Act (Canada) at a price of $0.11 per Flow-Through Share, and a maximum of approximately 4,545,454 common shares of the Corporation at a price of $0.11 per common share and a maximum of approximately $4,545,454 Flow-Through Shares at a price of $0.11 per Flow-Through Share. The proceeds from the Financing will be used to conduct a recommended exploration program of approximately $347,200 on the Property, for Transaction expenses and for working capital purposes.

Upon completion of the proposed Change of Business, the Company intends to appoint Mr. Tony Wonnacott as President and Chief Executive Officer of the Company. Mr. Wonnacott, a corporate and securities lawyer in Ontario, currently serves as a director of the Company. He has been a member of the Law Society of Upper Canada as Barrister & Solicitor in Ontario since February 2001. Mr. Wonnacott serves as a director, senior officer or Corporate Secretary of several Canadian private and public mineral exploration and production companies and has consulted extensively with several TSX Venture Exchange-listed junior mining companies. In addition, upon completion of the proposed Change of Business, the Company anticipates that the Board of Directors of the Company will consist of Mr. Wonnacott, Mr. Jason Birmingham and a third director, to replace Mr. Raffi Khorchidian, with experience in the mining industry.

In connection with the Transaction, the Corporation proposes, subject to TSX Venture Exchange and shareholder approval, to change its name to "Allana Resources Inc." or a similar name as may be approved by the Corporation's shareholders (the "Name Change") and to discontinue its current business and sell all of its assets used to operate its current business. The transaction and terms and conditions pursuant to which the Corporation will sell its assets remain to be determined.

The completion of the Transaction is subject to the approval of the TSX Venture Exchange and all other necessary regulatory approvals. The completion of the Transaction is also subject to additional conditions precedent, including the completion of the Financing, execution by the Corporation and the Vendors of the Definitive Agreement and approval of the Corporation's shareholders. The Company is seeking an exemption from the requirements to provide a sponsorship report to the Exchange, but there is no assurance that such exemption will be granted. Until the Exchange approves the sponsorship exemption, or a sponsor is approved, trading in the shares of the Company will remain halted.

Notes to the audited financial statements of the Company indicate that Company had a net loss of $447,351 for the year ended July 31, 2006 (2005 - $84,331), had a working capital deficiency of $80,247 as at July 31, 2006 (2005 - $357,018) and had an accumulated deficit of $2,351,706 as at July 31, 2006. The Corporation's audited annual financial statements for the year ended and as at July 31, 2006 have been filed under Printlux's profile on SEDAR and is available at www.sedar.com .

Printlux has scheduled an Annual and Special Meeting of its shareholders to be held on January 31, 2007 (the "Meeting") in Toronto, Ontario, where it will be seeking, among other things, shareholder approval of the Transaction and the Name Change, as will be set out in the Corporation's management proxy and information circular to be prepared and sent to shareholders in connection with the Meeting.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close 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 to be prepared in accordance with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Printlux.com Inc. should be considered highly speculative.

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

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • PRINTLUX.COM INC.
    Mr. Raffi Khorchidian
    President & Chief Executive Officer
    (604) 254-6929
    (604) 254-7644 (FAX)