Work Horse Capital & Strategic Acquisitions Ltd.

October 20, 2010 11:44 ET

Work Horse Capital & Strategic Acquisitions Ltd. Announces Proposed Closing of Qualifying Transaction to Acquire Personal Web Systems, Inc.

OTTAWA, ONTARIO--(Marketwire - Oct. 20, 2010) -


Work Horse Capital & Strategic Acquisitions Ltd. ("WHC" or the "Corporation") (TSX VENTURE:WHC.P), a Capital Pool Company ("CPC"), is pleased to announce that it intends to close its proposed qualifying transaction with Personal Web Systems, Inc. ("PWS"), a private company based in Palo Alto, California (the "Transaction") on October 29, 2010. This transaction was previously described in a comprehensive press release dated June 29, 2010. 

The Transaction will constitute an arm's length qualifying transaction, as no party to the transaction is a "Control Person" (as defined in TSX Venture Exchange Policy 1.1) of both PWS and WHC. There is no requirement to obtain shareholder approval of the Qualifying Transaction from the shareholders of WHC, and no "Majority of the Minority" requirements are triggered under TSX Venture Exchange Policy 5.9.

Complete details regarding the Transaction, the concurrent private placement, WHC, PWS and the Resulting Issuer on completion of the Transaction may be found in the Filing Statement the Corporation filed on SEDAR today, at

Completion of the Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, completion of the concurrent private placement and receipt of all applicable consents to and approvals of the Transaction including final approval of the TSX Venture Exchange (the "Exchange"); compliance with, and qualification for, the registration exemption requirements set forth in Section 3(a)(10) of the United States Securities and Exchange Act of 1933, as amended, and applicable state securities laws. The Transaction cannot close until the required approvals and exemptions are 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 filing statement of WHC prepared in connection with the Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice.

The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Readers are cautioned not to place undue reliance on any statements of forward-looking information that speak only as of the date of this release. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at

This communication shall not constitute solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of PWS. The WHC shares to be issued in the Transaction have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. WHC intends to issue such WHC shares pursuant to the exemption from registration set forth in Section 3(a)(10) of the Securities Act and applicable exemptions from state securities laws. Such exemptions have not yet been secured.

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 press release.

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