Sawhill Capital Ltd.
TSX VENTURE : SWW

June 30, 2008 16:08 ET

Sawhill Capital Ltd. Announces Closing of Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - June 30, 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.

Sawhill Capital Ltd. ("Sawhill") (TSX VENTURE:SWW.P) is pleased to announce the closing of its acquisition of all the issued and outstanding shares of SatFax Networks Inc. ("SatFax") (the "Acquisition"). Pursuant to the Acquisition, Jason Allen and Shawn Lawrence (collectively, referred to herein as the "Principal Shareholders") who held in aggregate 12,000,000 common shares of SatFax, received 0.75 of a common share of Sawhill for each outstanding common share of SatFax held. The shareholders of SatFax who were not Principal Shareholders received one common share of Sawhill for each outstanding common share of SatFax held. As a result, Sawhill issued 9,598,600 common shares pursuant to the Acquisition. The Acquisition will qualify as Sawhill's "qualifying transaction" pursuant to the policies of the TSX Venture Exchange (the "Exchange").

Concurrent with the closing of the Acquisition, Sawhill closed a non-brokered private placement financing whereby it issued 500,000 common shares of Sawhill at a price of $0.25 per share for gross proceeds of $125,000. After completion of the Acquisition and the private placement Sawhill has 16,189,520 common shares issued and outstanding.

Following completion of the Acquisition, Sawhill will continue the business and operations of SatFax. SatFax is a private company located in Fort Saskatchewan, Alberta that was incorporated in January 2007 and that has developed a proprietary faxing solution that operates effectively over any connection including satellite, cellular and voice over internet protocol ("VOIP"). SatFax derives its income from the initial sale of fax terminal adapters to a broad range of clients worldwide, which is supplemented with recurring monthly revenue generated from phone lines, fax lines and VOIP connections. For further information about the business and operations of SatFax please see the filing statement with respect to the Acquisition which is available on SEDAR at www.sedar.com.

Concurrent with the closing of the Acquisition the Board of Directors of Sawhill has been reconstituted such that the current members are Randal Matkaluk, Jason Allen, Robert Jackson and Murray Montgomery. In addition, Jason Allen has been appointed as the President and Chief Executive Officer and Shawn Lawrence has been appointed as the Chief Technical Officer. Randal Matkaluk will serve as Sawhill's Chief Financial Officer.

Sawhill has received the conditional approval of the Exchange for the Acquisition. Trading of the common shares of Sawhill was halted in connection with the entering into of the original letter agreement with respect to the Acquisition but will begin trading again upon the Exchange issuing a final bulletin accepting the Acquisition as Sawhill's qualifying transaction.

Cautionary Statements

Certain statements regarding Sawhill including management's assessments of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve known and unknown risks and uncertainties, most of which are beyond Sawhill's control. These risks may cause actual financial and operating results, performance, levels of activity and achievements to differ materially from those expressed in, or implied by, such forward-looking statements.

Such factors include, but are not limited to: the impact of general economic conditions in Canada and the United States; industry conditions including changes in laws and regulations, and changes in how they are interpreted and enforced; competition; the lack of availability of qualified personnel; the growth potential of Sawhill's operations and sales; fluctuations in foreign exchange or interest rates; the ability to access sufficient capital from internal and external sources; and obtaining required approvals of regulatory authorities.

Accordingly, Sawhill gives no assurance nor makes any representations or warranty that the expectations conveyed by the forward-looking statements will prove to be correct and actual results may differ materially from those anticipated in the forward looking statements. Sawhill undertakes no obligation to publicly update or revise any forward-looking statements.

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

Contact Information

  • Sawhill Capital Ltd.
    Randal Matkaluk
    Chief Financial Officer and Director
    (403) 287-1340