York Capital Corp.

October 06, 2005 13:48 ET

York Capital Corp. Announces Completion Of Qualifying Transaction With SilverBirch Studios Inc.

TORONTO, ONTARIO--(CCNMatthews - Oct. 6, 2005) - York Capital Corp. (TSX VENTURE:YOR.P) ("YORK") (now SilverBirch Inc. (TSXV:SVB)) is pleased to announce it has completed its arm's length amalgamation with SilverBirch Studios Inc. ("SilverBirch") and the concurrent private placement financing of 2.5 million shares at $0.30 for $750,000. Effective at the opening, October 7th, 2005, the common shares of Silverbirch Inc. will commence trading on TSX Venture Exchange and the common shares of York Capital Corp. will be delisted. The Company is classified as a 'technology' company. The amalgamation, which was effective October 1, 2005, is YORK's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

See www.SilverBirchstudios.com.

Highlights of the Qualifying Transaction

YORK, SilverBirch and 2079939 Ontario Inc., a YORK subsidiary, entered into an Amalgamation Agreement. The Amalgamation Agreement provides that YORK would acquire all of the issued and outstanding SilverBirch Shares from the SilverBirch shareholders. The purchase price payable by YORK was based on an ascribed value to SilverBirch of $4,055,417 (at $0.30 per SilverBirch Share).

The Amalgamation Agreement provided that YORK issue, or reserve for issuance, 13,518,058 shares and 1,000,000 Warrants upon closing the Transaction, on the following basis:

(a) 11,018,058 shares to be issued from treasury in exchange for the 11,018,058 SilverBirch Shares outstanding prior to closing of the Amalgamation;

(b) 2,500,000 shares to be issued from treasury in exchange for the 2,500,000 SilverBirch Shares to be issued upon closing of the Offering; and

(c) 1,000,000 warrants to be issued to ActiveCore Technologies, Inc. ("ActiveCore") (the previous parent of SilverBirch) as required by the settlement agreement entered into between SilverBirch, ActiveCore and YORK.

Furthermore, as part of the transaction YORK's Directors were required to exercise their stock options which aggregated 250,000 resulting in YORK common shares outstanding of 2,750,000. Hence, the resulting issuer (SilverBirch Inc.) has 16,268,058 basic common shares outstanding.

Management and Board of Directors

The Management and Board of Directors of the issuer upon completion of the transaction will include:

Kevin Birch - President, CEO and a Director

Mr. Birch worked as a professional consultant in the software development and music recording industries before being appointed in 1996 as an Integration Architect with Healthlink Clinical Data Network Inc., ("Healthlink") a Toronto-based healthcare technology consulting firm. There, he founded and managed a services division that was responsible for the development and support of critical system interfaces in and between major international healthcare facilities. Throughout his tenure with Healthlink, Mr. Birch continued to freelance as a software architect, participating in several initiatives, including the GalaxiWorld Internet casino, an online venture capital placement system called VentureDrive, and Oculus, a web-based document management system.

Mr. Birch and four other partners formed a management company in 2002 and subsequently initiated a reverse takeover of IVP Technology Corporation, ("IVP") a U.S. public company headquartered in Toronto. Soon after assuming the role of Vice President and Chief Technology Officer, Mr. Birch established a healthcare technology consulting division within IVP, MDI Solutions, and managed the acquisition of a U.S. competitor to expand the business across the border.

During this period, Mr. Birch also helped expand IVP's consumer software initiatives by creating SilverBirch Studios as the company's new mobile entertainment division. This division designed and developed a library of cell phone games and personalization products, as well as a youth oriented entertainment portal and proprietary mobile content distribution technologies. At the beginning of 2004, Mr. Birch organized a management buyout of the division, and SilverBirch emerged from IVP as a private Canadian corporation.

As the President and CEO, Mr. Birch will be a full-time employee of the company and will be the executive responsible for the overall growth and direction of the company.

Ian Halliday -Executive Vice President, Chief Operating Officer and a Director

Mr. Halliday earned a degree in Business Administration in 1980 from Charles Sturt University, Australia and a Computer Science diploma in 1981 also from Charles Sturt University in Australia. After travelling for several years, Mr Halliday returned to Australia in 1984 and joined IBM Australia. Mr Halliday worked with IBM in a variety of roles in sales, marketing and management. In December 1989, Mr Halliday left IBM Australia and moved to Toronto where he joined Insight Business Consultants as VP, Sales and Marketing, a position which evolved into progressively more senior roles after Insight's acquisition by SoftKey International (later becoming The Learning Company, now a division of Mattel), a distributor of consumer software products.

In 1993, Mr. Halliday and a colleague negotiated a management buy-out of the Insight division, where, in his capacity as President, he and his partner subsequently acquired Pagenet UK, and LANSA USA. Through a subsequent private placement financing, divestment of LANSA, and merger of Pagenet, the business was continued in a new entity, Lava Systems Inc., which then completed an IPO on the Toronto Stock Exchange, raising $17.5 million. Mr. Halliday returned to Australia in 1997, to lead Lava's growth in the Asia Pacific region. In this role he orchestrated the acquisition of a local systems integrator, Informatica Software Pty Ltd., which saw the Asia Pacific grow to an organisation of more than 30 employees. He continued as Managing Director of the Australian group following Lava's acquisition by Open Text Corporation, to ensure the successful formation of the Open Text Asia Pacific subsidiary. He served as senior vice-president and a director of Lava Systems Inc. until December 1998 and Managing Director of its Asia Pacific subsidiary until shortly thereafter.

Returning to Toronto in 1999, Mr. Halliday was appointed President of Keane Canada Inc. a division of the Boston-based professional services firm. In 2001, he joined The Innovation Group ("TIG") and was appointed as President of both their international and North American divisions, a position he held until 2003. TIG provides process improvement solutions to the world's leading property and casualty insurers.

Mr. Halliday will be a full-time employee of the company and will function as the lead executive responsible for developing new market opportunities, investor relations, and preparing the company for major growth as its product offerings expand and mature.

Graham Lowman, FSCA, ACIS -Chief Financial Officer

Mr. Lowman qualified as a Management Accountant in 1967 and has a background in the media/communications industry. Mr Lowman worked in the UK as Chief Accountant with United Artists from 1969 to 1973, and as Divisional Management Accountant for the Record and Tape marketing arm of Readers Digest Association from 1965 to 1969, prior to emigrating to Canada in 1973.

His career since arriving in Canada has involved senior financial roles in the manufacturing, event management, and service industries. Mr. Lowman has experience in public company reporting and compliance, both in Canada and in the U.S., first as V.P. Finance with the Incentive Design Group, a Canadian listed corporation (a VSE issuer) from 1991 through 1993, and later in his capacity as CFO with SilverBirch's former parent - IVP from 2002 to 2004, as Corporate Secretary and Chief Financial Officer.

Mr. Lowman will be a full-time employee of the company and will be responsible for all aspects of financial control, reporting and administration. Mr Lowman attained membership of the Canadian Institute of Chartered Secretaries and Administrators in February 1988 and achieved Associate status in 1994.

Sean Wise -Chairman and a Director

Mr. Wise has been Managing Director of Wise Mentor Capital, a boutique venture capital advisory consultancy, since 2004. He has also, since 2004, been Chairman and a director of TransGaming Inc., a Toronto-based company specializing in the development of software tools for video game developers and publishers that is currently the target company for a proposed Qualifying Transaction of TAOS Capital Inc., a CPC that is listed on the Exchange. Mr. Wise is a 15-year entrepreneurial veteran having founded five of his own companies. Prior to launching Wise Mentor Capital, Mr. Wise was a director with Ernst &Young LLP where he worked extensively advising entrepreneurial growth companies and venture capital funds on a national basis. Mr. Wise is a public speaker and strategist, a member of the Canadian Venture Capital Association, the Toronto Venture Group and Law Society of Upper Canada. Mr. Wise studied engineering and economics at Carleton University before going on to receive his law and MBA degrees from the University of Ottawa.

Brian Courtney -Director

Mr. Courtney has served as president of 3866980 Canada Inc. a private hedge fund, since March 2001, prior to which he served as chief executive officer of Global Election Systems Inc., a manufacturer of automated voting equipment, from August 2001 to January 2002. From December 1998 to March 2001, he served as chief executive officer of Patent Enforcements and Royalties Ltd., a company that made investments in intellectual property with an emphasis on patents relating to computer applications, software and the Internet. He was chairman and chief executive officer of Visible Decisions Inc., a 3D computer graphics company, from August 1995 to July 1998 and president of Oracle Canada, a software company, from 1989 to 1991. He has previously served as an officer and director of companies listed on the TSX Venture Exchange, the Toronto Stock Exchange and the American Stock Exchange. He is currently President & Chief Executive Officer of YORK and is also President, Chief Executive Officer, Chairman and a director of Lancaster Sierra Capital Corp., a recently formed CPC. He earned a bachelor of commerce degree from the University of Manitoba.

Other Information About the Qualifying Transaction

Clarus Securities Inc. acted as sponsor in connection with the Qualifying Transaction. An agreement to act as sponsor should not be construed as any assurance with respect to the merits of thereof.

In connection with the transaction, Inflection Capital, a company controlled by Tim Gallagher, a former officer and director of YORK, loaned SilverBirch on June 14, 2005 (following the announcement of the proposed transaction) the amount of $50,000 with interest accruing thereon at the rate of 12% per annum, calculated monthly in arrears, and with the outstanding principal convertible at Inflection Capital's option exercisable on or before the date that the Exchange issues the Final Exchange Bulletin (the "Due Date") into 500,000 SilverBirch Shares on the Due Date at a conversion price of $0.10 per share. SilverBirch issued to Inflection Capital a promissory note (the "IC Note") in connection with the convertible loan. Pursuant to a general security agreement dated June 14, 2005 between SilverBirch and Inflection Capital, SilverBirch granted a security interest to Inflection Capital in and to all of SilverBirch's present and future undertaking and property as a general and continuing security for the payment and performance of all of SilverBirch's obligations to under the IC Note.

David Woolford, a former director of YORK, is a partner of Cassels Brock & Blackwell LLP, a law firm that provides legal services to YORK, including in connection with the Qualifying Transaction.

The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction within the meaning of the policies of the Exchange.

Investors are cautioned that, except as disclosed in the exchange filing statement filed and subsequently amended on www.sedar.com in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. does not accept responsiblity for the adequacy or accuracy of this release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the completed transaction and has neither approved nor disapproved of the contents of this release.

Contact Information