Sawhill Capital Ltd.
TSX VENTURE : SWW

September 12, 2008 15:58 ET

Sawhill Capital Ltd. Announces Closing of Acquisition of Assets

CALGARY, ALBERTA--(Marketwire - Sept. 12, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Acquisition

Sawhill Capital Ltd. ("Sawhill" or the "Corporation") (TSX VENTURE:SWW) is pleased to announce that it has closed its previously announced acquisition of assets from Terrace Communications Inc. ("Terrace") (the "Acquisition"). Terrace is a private company located in Fort Saskatchewan, Alberta that provides voice over internet protocol ("VOIP") services. The assets acquired from Terrace include all of Terrace's VOIP lines, as well as all servers, technology and intellectual property required to operate the VOIP lines.

As consideration for the assets Sawhill paid $27,500 in cash to Terrace on closing of the Acquisition and an additional $10,000 in cash per month is to be paid in each of the next five months. Sawhill also issued 250,000 common shares of Sawhill as partial consideration for the Acquisition.

The Acquisition is considered a non-arm's length transaction pursuant to the policies of the TSX Venture Exchange (the "Exchange") as Shawn Lawrence, who is an officer of Sawhill, is also a director, officer and control person of Terrace.

Pursuant to the Acquisition, Sawhill acquired approximately 1,200 VOIP lines from Terrace. The addition of the VOIP lines is expected to increase Sawhill's monthly revenues and cash flow without adding any significant additional operating expenses. Management of Sawhill also believes that the Acquisition will help to diversify the Corporation's current business by providing an additional product and service line.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws, including statements regarding the expected benefits of the Acquisition. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, risks that the expected benefits of the Acquisition will not be achieved due to a loss of some of the VOIP lines acquired or expenses of the additional VOIP lines exceeding expectations. In making the forward-looking statements contained in this news release Sawhill has assumed that the revenues associated with Terrace's VOIP lines will continue to be consistent with Terrace's past operations and that operating expenses of such VOIP lines will be decreased due to synergies with Sawhill's current operations. The statements in this news release are made as of the date of this release. We undertake no obligation to update such forward-looking information except as required by applicable securities laws.

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

Contact Information

  • Sawhill Capital Ltd.
    Jason Allen
    President and Chief Executive Officer
    (780) 235-4100
    or
    Sawhill Capital Ltd.
    Randal Matkaluk
    Chief Financial Officer
    (403) 287-1340