Sawhill Capital Ltd.
TSX VENTURE : SWW

June 13, 2008 15:32 ET

Sawhill Capital Ltd. Announces Filing of Filing Statement for Proposed Acquisition of Satfax Networks Inc.

CALGARY, ALBERTA--(Marketwire - June 13, 2008) -

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Sawhill Capital Ltd. ("Sawhill") (TSX VENTURE:SWW.P) is pleased to announce that it has filed a filing statement (the "Filing Statement") with the TSX Venture Exchange ("TSXV") with respect to its proposed acquisition of all the issued and outstanding shares of SatFax Networks Inc. ("SatFax") (the "Acquisition"). The Acquisition is expected to qualify as Sawhill's "qualifying transaction" pursuant to the policies of the TSXV. The terms of the Acquisition were previously disclosed in a press release dated May 29, 2008. For further information about Sawhill, SatFax and the Acquisition, please see the Filing Statement, which is available on SEDAR at www.sedar.com.

Sawhill has received the conditional approval of the TSXV 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 proposed Acquisition but is expected to begin trading again on Monday, June 16, 2008. The Acquisition is expected to close on or about June 30, 2008. The Acquisition remains subject to satisfaction of customary closing conditions. There can be no assurance that the proposed Acquisition will be completed as proposed or at all.

Investpro Securities Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Investors are cautioned that, except as disclosed in the publicly disseminated press releases of Sawhill and the Filing Statement, any information released or received with respect to the proposed Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Sawhill, a capital pool company, should be considered highly speculative at this time based on the information contained herein.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Acquisition, including statements regarding the terms and conditions of the proposed transaction. 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, the risks that the parties will not proceed with the transactions, that the ultimate terms of the transactions will differ from those that currently are contemplated, and that the transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. We undertake no obligation to comment on analysis, expectations or statements made by third parties in respect of Sawhill or SatFax, or their respective financial or operating results or their securities.

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.
    Randal Matkaluk, President,
    Chief Executive Officer, Chief Financial Officer, Director
    (403) 287-1340