Yaterra Ventures Corp.
OTC Bulletin Board : YTRV

January 18, 2011 20:00 ET

Yaterra Ventures Corp.: Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 18, 2011) - Yaterra Ventures Corp. (OTCBB:YTRV) (the "Company") is pleased to announce that it has entered into a letter of intent with nanoCrypt AG ("nanoCrypt") with respect to entering into a proposed business combination of the Company and nanoCrypt. NanoCrypt is the owner of a patented technology used for their mobile ticketing and coupon systems known as nanoTicket™ and nanoCoupon™, respectively.

The Company and nanoCrypt have agreed to complete a business combination of the two companies such that following completion of the business combination, nanoCrypt or its shareholders will own 60% of the common shares of the resulting entity and the Company's shareholders immediately prior to the business combination will own the remaining 40%.

Closing of the business combination will be subject to Yaterra settling all of its outstanding indebtedness other than professional fees incurred in connection with the business combination and nanoCrypt obtaining approval from its shareholders holding a minimum of 75% of the voting shares. Within 90 days following closing of the business combination, the Company will be required to provide or arrange for funding of USD $300,000 to nanoCrypt.

The parties have agreed to use reasonable commercial efforts to prepare and execute formal documents for the business combination within 60 days of the date of the letter of intent (the "Due Diligence Period"). NanoCrypt has agreed that during the Due Diligence Period, they will not agree, negotiate or discuss with any other party a sale of shares of nanoCrypt or business combination of nanoCrypt other than the business combination contemplated by this letter of intent.

This news release may contain, in addition to historical information, forward-looking statements. These forward looking statements are based on management's expectations and beliefs, and may involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from the results implied herein. In particular, there is no assurance that the Company will reach a formal agreement or complete the proposed business combination with nanoCrypt. Readers are cautioned not to place undue reliance on the forward-looking statements made in this news release.

Contact Information

  • Yaterra Ventures Corp.
    David K. Ryan
    Vice President, Finance
    (360) 510-8998