Talware Networx Inc.
TSX VENTURE : JBS

Talware Networx Inc.

May 08, 2008 16:40 ET

Talware Networx Inc.: Press Release

TORONTO, ONTARIO--(Marketwire - May 8, 2008) - Talware Networx Inc. ("Talware") (TSX VENTURE:JBS) announces that it has entered into a letter of intent (the "LOI") with Minas de Estano de Espana SLU (the "MEE") to acquire (the "Acquisition") all of the outstanding shares and debt of MEE in exchange for common shares of Talware. Management of Talware is also confirming its previous announcement (see press release dated July 16, 2007) of 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.

MEE is a Spanish company which currently holds the right to earn a 100% interest in the Oropesa Tin Project (the "Oropesa Project") which is comprised of exploration rights to a 23.4 square km property (the "Property") located in the region of Andalucia in southwestern Spain. MEE holds the right to earn a 50% in the Oropesa Project through the expenditure of a minimum of Euros 1,500,000 over the next three years and an option to acquire the remaining 50% through the issuance of 1.35% Net Smelter Return Royalty to the current owner of the Property.

Talware has agreed to acquire all of the outstanding shares of MEE in exchange for the issuance to the current shareholders of MEE of 7,250,000 post-consolidation common shares of Talware and to acquire all outstanding loans of MEE in exchange for the issuance to the lenders of one post-consolidation common share of Talware in exchange for each $0.10 of loan principal. In connection with the Acquisition, Talware intends to complete a consolidation of its common shares to reduce the current number of issued and outstanding common shares to no more than 4,000,000 common shares. Formal documentation relating to the Acquisition will contain customary representations, warranties and covenants, and will be subject to certain conditions, including receiving Exchange and shareholder approval.

Peter Miller of London, England is currently the sole principal of MEE. Mr. Miller is at arm's length to Talware.

During the next 30 days, Talware intends to complete private placements and debt conversions to retire substantially all liabilities of Talware currently outstanding. Upon completion of these transactions and in connection with the completion of the Acquisition, Talware intends to complete an equity financing of between $3-5 million to fund future operations of the company.

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 also wishes to announce that it has filed on SEDAR its audited financial statements and Management's Discussion and Analysis for the year ended December 31, 2007. These documents can be found on www.sedar.com.

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.

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