Talware Networx Inc.

Talware Networx Inc.

July 16, 2007 15:12 ET

Talware Networx Inc.: Press Release

TORONTO, ONTARIO--(Marketwire - July 16, 2007) - Talware Networx Inc. ("Talware") (TSX VENTURE:JBS) announces that it has entered into a letter of intent (the "LOI") with 2101927 Ontario Inc. (the "Vendor") to acquire (the "Acquisition") all of the Vendor's right, title and interest (the "Interest") in a group of mining licenses and claims in Northern Ontario (the "Property"). Management of Talware is also announcing its intention to divest Talware of its software assets (the "Divestiture"). Upon completion of the Acquisition and the Divestiture, Talware will be engaged exclusively in the business of mineral exploration. The Acquisition and the Divestiture will constitute a Change of Business as defined by the Policies of the TSX Venture Exchange (the "Exchange"), and will be subject to Exchange and shareholder approval.

The Property consists of 19 contiguous claim units (4 patented and 15 un-patented) covering approximately 313 hectares in the Keefer & Hillary Townships in the Porcupine Mining Division of Northern Ontario.

The Interest consists of an option to acquire the Property. Talware, as optionholder, may exercise the option by incurring aggregate expenditures on the Property of $500,000 and delivering a total of 500,000 common shares of Talware to the owner of the Property, Iberian Minerals Corp., a company incorporated under the laws of Canada having a head office in Toronto, Ontario. Talware will acquire the Interest in exchange for the issuance to the Vendor (being the current optionholder) of 5 million common shares of Talware at a deemed issuance price of $0.15 per share (the "Acquisition Shares"). The transaction will be evidenced by an assignment of option agreement to be entered into between Talware and the Vendor (the "Assignment Agreement"). The Assignment Agreement will contain customary representations, warranties and covenants, and will be subject to certain conditions, including receiving Exchange and shareholder approval. Pursuant to the terms of the Assignment Agreement, William Sims will retain a 1.5% net smelter return royalty on the Property.

The Vendor is a company incorporated under the laws of the Province of Ontario. The significant shareholders of the Vendor are Jose Silva of Panama City, Panama (44.1%), Abbey Gail Gibson of Nassau, Bahamas (23.4%), the Bill-Ven Syndicate of Toronto, Ontario (16.9%), and Brian Newton of Toronto, Ontario (10%). The Bill-Ven Syndicate consists of 15 different shareholders. The Vendor and each of its significant shareholders are at arm's length to Talware.

In connection with the Change of Business, Talware intends to complete a non-brokered private placement offering (the "Financing") of up to 6,666,667 subscription receipts (the "Subscription Receipts") for gross proceeds of up to $1 million. Each Subscription Receipt will be priced at $0.15 per receipt and will entitle the holder thereof to receive one unit (the "Units") upon the closing of the Change of Business. Each Unit will be comprised of one flow-through common share of Talware and one common share purchase warrant, with each such share purchase warrant entitling the holder thereof to acquire one non-flow through common share of Talware upon the payment of $0.25 for a period of one (1) year following the date of being issued.

Management of Talware has also obtained commitments from certain of Talware's creditors whereby such creditors have agreed to extinguish up to $900,000 in aggregate principal amount of the debt they hold in consideration for receiving up to 6 million units from Talware, each such unit being comprised of one common share of Talware at a deemed issuance price of $0.15 per share and one share purchase warrant entitling the holder thereof to purchase one common share of Talware for $0.25 per share for a period of two (2) years following the date of being issued.

Management of Talware intends to complete the Divestiture, subject to Exchange and shareholder approval, in order to complete its Change of Business. Talware has been involved in developing markets, deploying and supporting a suite of web based workforce management applications intended to assist organizations in identifying the skills and experience of their employee base, improve employee retention, maximize their value by efficiently deploying them where most needed and efficiently recruit new employees. Talware's web based software technology platform centred on three strategic business sectors: Workforce Enterprise Solutions, Vertical Industry Job Board Networks and Country Talent Networks. The Divestiture will result in Talware exiting this business.

Talware had assets of $85,000 and liabilities of $(2,786,212) as of March 31, 2007. For the three months ended March 31, 2007, Talware had a net loss of $(158,060) for a deficit as of March 31, 2007 of $(9,050,316). All numbers are unaudited.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon., Trading in the securities of issuer should be considered highly speculative.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Talware believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Talware disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction not approved or disapproved of the contents of this news release.

Contact Information

  • Talware Networx Inc.
    Paul Vorvis
    (416) 862-2525
    (416) 362-2408 (FAX)
    Email: pvorvis@talware.com