Summus Capital Corp.
TSX VENTURE : SS.H

December 01, 2010 08:30 ET

Summus Capital Corp. Provides Corporate Update

CALGARY, ALBERTA--(Marketwire - Dec. 1, 2010) - Summus Capital Corp. ("Summus" or the "Corporation") (TSX VENTURE:SS.H) announced today the signing of an agreement whereby two arm's length investors, Harris Kupperman and Jordan Calonego (collectively, the "Purchasers"), will purchase an aggregate of 641,000 common shares of the Corporation from the founding board members of Summus, being all the common shares of Summus presently owned by such persons (the "Purchased Shares"). In connection with the transaction, Summus will also seek to de-list its common shares from the facilities of the TSX Venture Exchange ("TSXV") and apply to list its common shares on the facilities of the Canadian National Stock Exchange ("CNSX"). The completion of this transaction is conditional upon, among other things, the receipt of all necessary TSXV, CNSX and shareholder approvals. In addition, it is anticipated that all management stock options will be cancelled concurrent with the completion of this transaction.

Summus has requested the TSXV to halt the trading of its common shares in anticipation of the Corporation calling a shareholder meeting. This meeting will allow shareholders to consider and vote upon a number of management proposals including but not limited to:

  1. not to liquidate the Corporation in accordance with TSXV policies;
  2. to amend the by-laws of the Corporation as determined by the Purchasers;
  3. to the transfer of the Purchased Shares and to the financings of the Corporation of not less than $4,500,000 from the sale of its common shares from treasury at such price or prices as has been determined by the Purchasers in their sole discretion to close on the closing date, provided the price is not less than $0.05 per share;
  4. to rename the Corporation as "Mongolia Growth Group, Ltd.", as determined by the Purchasers;
  5. to consolidate the common shares of the Corporation on such basis as determined by the Purchasers;
  6. to amend the articles of the Corporation in such other fashion as determined by the Purchasers; and
  7. to appoint a new board of directors consisting of Harris Kupperman, Bill Fleckenstein, Paulo Bilezikjian and Paul Sweeney or such other nominees of the Purchasers.

Mongolia Growth Group, Ltd. plans to invest in the broader Mongolian economy outside of the mining sector. Incoming management and the proposed new board of directors intend to be significant investors in the anticipated financings.

"Mongolia is booming on the back of infrastructure spending in the mining sector," said Harris Kupperman, anticipated Chairman and CEO of Mongolian Growth Group, Ltd., "I want to gain exposure to that boom and intend to invest a significant amount of funds in the anticipated private placement."

"We see great opportunity in Mongolia for business lines Harris and I have either invested in or been involved in historically," said Jordan Calonego, anticipated COO and interim CFO, "The democratization of Mongolia has benefited the nation tremendously; I am excited to be part of this venture and the future of the Mongolian economy."

Forward-looking Information Cautionary Statement

Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements such as references to Summus' de-listing from NEX and listing on the CNSX, cancellation of currently outstanding options, amendments to the Corporation's board of directors and management, completion of private placements and completion of the transfer and sale of certain shares owned by the present directors of the Corporation are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSXV/NEX and the CNSX. There are uncertainties inherent in forward-looking information, including factors beyond Summus' control. Summus undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in Summus' filings with Canadian securities regulators, which filings are available at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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