Western Pacific Trust Company
TSX VENTURE : WP

Western Pacific Trust Company

November 16, 2006 14:14 ET

Western Pacific Trust Company Intends to Acquire Creative Planning Holdings Inc.

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 16, 2006) - Western Pacific Trust Company (TSX VENTURE:WP) announces that the Letter of Intent dated June 6, 2006 between Western Pacific Trust Company (WPTC) and the shareholders of Creative Planning Corporate Insurance Services Inc. (CPCISI), as discussed in its news releases issued June 9 and September 5, 2006, has been withdrawn in favour of a preferred arrangement negotiated between the parties.

WPTC now intends to enter into a formal agreement with the shareholders of Creative Planning Holdings Inc. ("CPHI") pursuant to which all of the issued and outstanding shares of CPHI (the "CPHI Shares") will be transferred to WPTC in exchange for common shares of WPTC, as a result of which WPTC will acquire 100% of both CPHI and, indirectly, of CPCISI, while the shareholders of CPHI will become shareholders of WPTC (the "Acquisition").

Under the terms of a Letter of Intent dated November 11, 2006, executed on behalf of each of WPTC and the shareholders of CPHI, the CPHI Shares will be purchased by WPTC in exchange for 3,940,000 WPTC shares to be issued from Treasury.

This differs from the terms of the previously proposed transaction in two key aspects:

i) Parties - under the terms previously contemplated, WPTC was to have entered into an agreement with the shareholders of CPHI' wholly owned subsidiary, CPCISI, to acquire all the issued and outstanding shares of CPCISI; and

ii) Compensation - the number of WPTC shares to be issued in exchange for the shares to be acquired has been changed from 4,900,000 to 3,940,000, representing a reduction of 960,000 WPTC Shares.

CPHI has no assets other than CPCISI.

The Acquisition, expected to close on or before December 31, 2006, is subject to the following conditions: (i) absence of any material adverse change in the business, financial condition, prospects, assets or operations since September 30, 2006 of either party; (ii) the results of the due diligence investigation of each party being satisfactory to it in all material respects, including review and approval by each party's counsel and accountants of the tax and accounting structure of the Acquisition; (iii) approval of the Acquisition by shareholders of WPTC; (iv) applicable regulatory approvals; (v) negotiations of the Share Purchase Agreement and such other agreements as may be required; and (vi) the accuracy of the parties' respective representations and warranties.

Upon closing, the board of directors of CPHI and CPCISI will be reconstituted so that it then consists of five individuals, two nominees of CPHI and three nominees of WPTC. The names of the new Board members will be released upon closing.

No finder's fee has been or will be paid in connection with this transaction.

It is anticipated that the Acquisition will increase WPTC's revenues by approximately $2.5 million.

The Creative Planning group was established 1971, and is a dynamic and innovative financial service organization providing a broad range of insurance and investment products. The structure of the Creative Planning Group enables its clients to take advantage of any combination of services to fulfill their financial planning needs. Their unique approach, incorporating mutual fund and insurance solutions, permits them to create and implement a comprehensive range of financial programs for individuals and corporations.

About Western Pacific Trust Company

Western Pacific Trust Company is a non-deposit taking financial corporation. Western Pacific is licensed under the Financial Institutions Act in British Columbia as a Trust Company, and is also registered extra-provincially in Alberta as a non-deposit taking Trust Company. Western Pacific Trust has two wholly owned subsidiaries: Futureworth Financial Planners Corp., a licensed mutual fund dealer in British Columbia, Alberta, Ontario and Nova Scotia, and Western Equity Loans Ltd., a registered mortgage broker in British Columbia and Ontario.

Anthony Liscio, Chairman of the Board

This news release was prepared by the Board of Directors which is solely responsible for its contents.


The TSX Venture Exchange has neither approved nor disapproved the information contained herein.

Contact Information