Straight Forward Marketing Corporation
CNQ : SFMC

June 23, 2005 17:29 ET

Straight Forward Marketing Restructures For Growth Reverse Takeover Of Sackport Ventures Receives Cash-Moves To TSXV CNQ Listing Acquired By NY Gaming

TORONTO, ONTARIO--(CCNMatthews - June 23, 2005) - Straight Forward Marketing Corporation (CNQ:SFMC) is pleased to announce that it has entered into two letters of intent that provide for the restructuring of the SFMC. The restructuring will provide approximately $375,000 in new working capital to allow SFMC to further implement its business plan and launch the industry leading StraightShooter golf training product and the revolutionary light therapy Genesis HP1 medical device. In addition the company will move onto the TSX Venture Exchange ("TSXV") providing shareholders with full market value for the SFMC business plus shares in a new venture.

The first letter of intent is with Sackport Ventures Inc., a capital pool company listed on the TSXV, trading under the symbol "sak.p". Under the terms of the letter of intent, Sackport has agreed to purchase Straight Forward Marketing Inc., the wholly-owned operating subsidiary of SFMC, for a total of 6,752,160 common shares of Sackport. SFMC intends to distribute the shares of Sackport to its shareholders on a pro-rata basis as a dividend-in-kind. After the distribution the shareholders of Sackport will hold 34% of the shares of the resulting company with the current shareholders of SFMC holding 66%. In addition, all current warrant holders of SFMC will receive one warrant of Sackport for each 4 warrants of SFMC held. The transaction values SFMC at approximately $1.3 million or $.05 per share.

In addition, the company has entered into a second letter of intent with a newly incorporated company NY Games Inc. ("NYGI") that has been established to supply services to NewYorkPoker.com, an emerging internet poker site.

Under the terms of the letter of intent the company will acquire all of the shares of NYGI in exchange for an aggregate of 486,485,538 common shares of the SFMC. The result of the share exchange is that the shareholders of NYGI will hold approximately 95% of the shares of the resulting company with the current shareholders of the SFMC holding 5%.

The result of the two transactions is that the current business and operations of SFMC will be owned by Sackport, a TSXV listed company, and SFMC's new business, NYGI, will be supplying services to NewYorkPoker.com. Shareholders will receive full value for the SFMC business by receiving shares in Sackport and in addition receive additional value by also holding shares in the new NYGI venture.

In connection with the transaction SFMC has called a special meeting to be held on July 18, 2005. Shareholders will be asked to approve changing the name of SFMC, the consolidation of the common shares of SFMC and the reduction of the stated capital of SFMC to allow the dividend-in-kind. Material for the special meeting will be forwarded to shareholders on June 24, 2005.

It is intended that upon completion of the acquisition of NYGI the new board of SFMC operating NYGI will be:

- Aaron Cohen, President of Powercorp Capital, an investment services company that sources capital and provides Corporate finance and restructuring advice. He received his securities license in 1991 and has worked in the investment industry since then. Mr. Cohen has owned, operated and sold several companies including a brokerage firm and has sat on the board and acted as Treasurer for Easter Seals.

- Barry Munro, a lawyer and partner in Robertson, Munro, Barristers and Solicitors, a general practice law firm. He graduated from Osgoode Hall Law School in 1994 and was called to the Bar in 1996. Mr. Munro is the President of the Canadian Spinal Research Organization and a member of several community non-profit Boards including the Richmond Hill Mobility Accessibility Foundation and the Ontario Neurotrauma Foundation. Past Board Positions include Charities First Ontario and Neurological Technologies Inc.

- George Mittelman, considered a professional International Bridge player, is very active in the Bridge World and is the only Canadian to hold 2 World Championships. One in 1984 and one recently as a Senior. Mr. Mittelman is well respected and known around the World among Bridge Players and brings important gaming knowledge and recognition to the company. He is a seasoned investment professional with over 20 years of both financial and IPO experience.

- Brian Ablett is a co-founder and a Board member of SFMC and has served as President and CEO since inception. He has over 35 years of business experience and has served as an officer, director and consultant to a number of companies involved in technology invention and development, with a primary focus on emerging technology companies, both in the public and private sectors.

Brian Kennedy will remain as the Chief Financial Officer.

Going forward for SFMC operating through Sackport, The Company's management will be expanded as follows:

The CEO for Sackport, Ernest Kolenda will continue on as CEO for SFMC and become Chairman of the Board. Mr Kolenda is an independent businessman, who currently provides consulting services in matters of corporate operations, governance, structure, mergers/acquisitions, and capital funding. Mr. Kolenda will work with the corporate management team to achieve key operational objectives and build shareholder value. During the course of his career, Mr. Kolenda has been actively involved in the various business operations, from infancy to maturity, including, from 1992 to 2000, the successful transition of his own private company to the TSE and Nasdaq. He has a operational and distribution background and has experience with dealing with manufacturing in China.

The expansion of the management team will allow Brian Ablett as President to focus on driving the launch and sales of the company's products. Brian Kennedy will continue as the Chief Financial Officer.

To support proper corporate governance and independence, the initial Board will consist of Ernie Kolenda, Brian Kennedy, Derek Peatling and William Gilmore. The Company plans to ask for shareholder approval at it's next Annual General Meeting to expand the board to 5 at which time Brian Ablett will be asked to join the Board.

Stepping down from the Sackport board is Kenneth Wawrew, and from SFMC Philip Gutwein, Jeff Christian and Chris Irwin. On behalf of the respective Boards and the shareholders the companies would like to thank Mr. Wawrew, Mr. Gutwein, Mr. Christian and Mr. Irwin for their contributions.

Completion of the transactions are subject to a number of conditions, including but not limited to, satisfactory completion of due diligence, the receipt of all necessary regulatory approvals, including the CNQ and TSXV, and the execution of definitive documentation for both transactions.

About SFMC

Straight Forward Marketing Corporation (SFMC) is an emerging technology based marketing company incorporated in June 2003. It is focused on the acquisition, development and commercialization of innovative technologies for significant global markets.

Shares Outstanding: 26,284,502

Contact Information

  • STRAIGHT FORWARD MARKETING CORPORATION
    Brian Kennedy
    Chief Financial Officer
    (416) 567-5643
    or
    STRAIGHT FORWARD MARKETING CORPORATION
    1 First Canadian Place, Suite 810, Box 4
    Toronto, Ontario, M5X 1A9
    www.sfmcwebsite.com
    or
    NY GAMING INC
    65 Queen S West, Suite 510,PO box 90
    Toronto, Ontario M5H 2M5
    www.NewYorkPoker.com
    or
    SACKPORT VENTURES INC
    Ernest Kolenda
    Chief Executive Officer
    (905) 873-2829
    or
    SACKPORT VENTURES INC
    Scotia Plaza, 40 King Street West
    Toronto, Ontario, M5H 3Y4