Sackport Ventures Inc.

October 07, 2005 19:22 ET

Sackport Ventures Inc.: Amendment to Terms of Qualifying Transaction and Concurrent Financing

TORONTO, ONTARIO--(CCNMatthews - Oct. 7, 2005) - Sackport Ventures Inc. (TSX VENTURE:SAK.P) (the "Corporation" or "Sackport") wishes to announce that it has entered into an amendment to its letter of intent dated June 21, 2005 with Straight Forward Marketing Corporation ("SFMC") pursuant to which Sackport has agreed to acquire (the "Proposed Transaction") all of the issued and outstanding securities of Straight Forward Marketing Inc. ("SFMI"), a wholly owned subsidiary of SFMC.

Pursuant to the terms of the amended letter of intent, closing of the Proposed Transaction shall be conditional upon completion of an additional equity financing for gross proceeds of a minimum of $300,000. The parties intend to complete the additional equity financing by way of a private placement of a minimum of 3,750,000 and a maximum of 5,000,000 common shares of SFMI at a price of $0.08 per share for minimum gross proceeds of $300,000 and maximum gross proceeds of $400,000. The SFMI common shares issued pursuant to the private placement will be exchanged pursuant to the Proposed Transaction for common shares of Sackport on the basis of 0.33 Sackport common shares for each common share of SFMI.

Sackport has also agreed to advance $150,000 to SFMC prior to closing of the Proposed Transaction, subject to all necessary approvals. The advance will be secured by a general security agreement to be entered into by SFMC in favour of Sackport. The advance will be used by SFMC to further the development and marketing of SFMI's business.

In addition, Sackport wishes to advise of two corrections to the unaudited financial information for SFMI presented in the June 24, 2005 press release regarding the Proposed Transaction. Total liabilities for SFMI as at March 31, 2005 were $623,510, rather than $438,635 indicated in the previous release, and working capital of SFMI as at March 31, 2005 was ($580,201), rather than ($228,326) indicated in the previous release.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, satisfactory due diligence reviews, negotiation and execution of definitive transaction documentation, approval by both boards of directors, availability of prospectus and registration exemptions or obtaining exemptive relief, obtaining any necessary governmental and third party approvals and TSXV acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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

Contact Information

  • Sackport Ventures Inc.
    Ernest Kolenda
    President and Chief Executive Officer
    (905) 873-2829