Revelation Ventures Inc.

May 13, 2009 17:36 ET

Revelation Announces New Qualifying Transaction and Status Update on Prior Events

CALGARY, ALBERTA--(Marketwire - May 13, 2009) - Revelation Ventures Inc. ("Revelation" or the "Corporation") (TSX VENTURE:RCA.P) is pleased to announce that it entered into a letter of intent with Courtland Capital Corp. ("Courtland") on May 11th, 2009 (the "Agreement"), in respect of a proposed "qualifying transaction" for the purposes of the policies of the TSX Venture Exchange (the "Exchange"). Also, further to the news release issued by the Corporation on March 3, 2009, the Board of Directors have determined that, due to the insolvency of Prestique Kitchens Ltd. ("Prestique"), Revelation is unlikely to recover the $225,000 secured loan it had advanced to Prestique in contemplation of Revelation's intention to acquire all the issued and outstanding shares of Prestique as its qualifying transaction.

Proposed Qualifying Transaction

Under the Agreement it is proposed that Revelation, a capital pool company listed on the Exchange, will subscribe for a minimum of 2,000,000 units (the "Units") of Courtland at a price of $0.10 per Unit or $200,000 in the aggregate (the "Proposed Transaction"). Each Unit shall consist of one common share in the capital of Courtland (a "Common Share") and three quarters (3/4) of one common share purchase warrant (each whole warrant a "Warrant") of Courtland. Each Warrant shall entitle the holder to acquire one additional Common Share at an exercise price of $0.20 per Common Share, at any time on or before the close of business on the date that is two years from the closing date of the Proposed Transaction.

Revelation has also agreed, under the terms of the Agreement, to advance $25,000 as a refundable deposit (the "Deposit") to Courtland to cover transactional expenses pending completion of the Proposed Transaction. The Deposit becomes nonrefundable and Revelation's obligation to proceed with the Proposed Transaction are both subject to certain conditions including a satisfactory due diligence review by Revelation, a favourable tax opinion has been received with respect to the consequences of the Proposed Transaction to Revelation and its shareholders, and the Proposed Transaction has received all applicable approvals required by applicable regulators including the Exchange.

Following closing of the Proposed Transaction, Revelation intends to delist from the Exchange, commence winding up proceedings, and distribute the Units to its shareholders on a pro rata basis. Units of Courtland distributed to current holders of escrowed shares of Revelation will be subject to the same escrow provisions as their current shares of Revelation.

Courtland is a capital pool company listed on the Exchange and is in the process of completing its own qualifying transaction with ForceLogix Inc. ("ForceLogix"). For more information with respect to Courtland and its qualifying transaction with ForceLogix, please review the Filing Statement dated August 29, 2008 and related press releases posted on the System for Electronic Data Analysis and Retrieval (SEDAR) at

ForceLogix is a privately held corporation existing under the laws of Nevada with its corporate offices located in Libertyville, Illinois. ForceLogix develops and commercializes technologies in the field of sales performance management and process optimization. ForceLogix provides software-as-a-service as well as technical and consulting services to clients to address sale performance management matters in a range of industries; specifically focusing on life sciences/pharmaceutical, high technology and financial services.

ForceLogix has developed several new technologies which it believes will change the nature of sales effectiveness and sales performance management. By combining objective system driven data with subjective, field observation data, ForceLogix has devised a proprietary measurement and evaluation application. ForceLogix has started implementation of its combined technologies and measurement and evaluation application for its first customers. For more information with respect to ForceLogix, please visit its website at

Courtland is expected to file an amended filing statement on SEDAR, updating information on its qualifying transaction with ForceLogix. Revelation's shares have been halted from trading on the Exchange and will not resume trading until such time as Courtland files an amended filing statement on SEDAR.

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 close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Secured Advance to Prestique Kitchens Ltd.

As previously noted in the March 3, 2009 news release issued by the Corporation, Revelation had initiated the process seeking repayment of the $225,000 secured advance (the "Advance") it had made to Prestique in accordance with the terms required under the Exchange Policy 2.4. Revelation has identified that in addition to the principal secured lender having secured debt against Prestique in excess of $2.5 Million, there are also substantial debts being claimed against Prestique on a superpriority basis by both the Canada Revenue Agency and the Workers Compensation Board, all of which claims take priority over Revelation's security interest with respect to the Advance. In light of the above, and the fact that Prestique has ceased operations, the Board of Directors of Revelation expects that likelihood of recovery of the Advance is remote and has suspended from taking any further actions with respect to recovery of the Advance. The Corporation will not be providing any further disclosure with respect to the Advance unless the circumstances change such that the Corporation determines that there is an opportunity to recover the Advance or a portion of the Advance.

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

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