York Capital Corp.
TSX VENTURE : YOR.P

May 30, 2005 12:38 ET

York Capital Corp. Announces Executed Termsheet

TORONTO, ONTARIO--(CCNMatthews - May 30, 2005) - York Capital Corp. (TSX VENTURE:YOR.P) (the "Corporation"), a Capital Pool Company, announced today that on May 27, 2005 it executed a termsheet concerning the acquisition of SilverBirch Studios Inc. ("SilverBirch"). The acquisition, if completed, will be the Corporation's qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

The acquisition price, proposed conversion of SilverBirch debt and a proposed financing of $600,000 by SilverBirch shall be satisfied by the issuance of approximately 12,500,000 common shares in the capital of the Corporation at a deemed value of $0.30 per share. In addition, the Corporation's name and auditors will be changed.

Completion of the transaction is subject to a number of matters, including, but not limited to the negotiation and signing of a definitive agreement, satisfactory completion of due diligence, board and other requisite approvals, completion of a proposed corporate reorganization by SilverBirch involving the repayment of or the conversion of all shareholder and non-arm's length loans into common shares of SilverBirch, the execution of employment agreements for all key personnel and the satisfaction of the minimum listing requirements of the Exchange and Exchange approval. There can be no assurance that the transaction will be completed.

SilverBirch is a corporation incorporated under the laws of the Province of Ontario and has its registered office and principal place of business located in Toronto, Ontario. The company is a developer, distributor, and publisher of premium mobile entertainment content.

In addition to continuing to grow its own extensive, proprietary catalogue of mobile games and ringtones for cell phones, SilverBirch has completed development on a mobile game for the recent Warner Bros. movie release, Constantine, and is currently developing products for other high profile brands such as Batman, Harry Potter and Superman. The company is establishing itself as a leader in the industry, by developing and publishing content that sets new standards in quality, entertainment, and originality.

SilverBirch has also recently launched its "mobile storefront" platform, comprising a suite of technologies and services that rapidly and seamlessly transform existing websites into powerful retail platforms for mobile content. Storefront partners enjoy private label access to the company's extensive product catalogues, content development expertise, billing systems, deployment technologies, and comprehensive hosting and support services.

Further information about SilverBirch Studios may be obtained from the corporate website, http://www.silverbirchstudios.com.

The transaction is an arm's length transaction. No related party of the Corporation has any interest in SilverBirch. Accordingly, the transaction will not, as currently contemplated, be subject to approval by the shareholders of the Corporation. Further details of the proposed transaction will be announced as/when available.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the require 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 or filing statement to be 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 the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.

Contact Information