YTW Weslea Growth Capital Corporation
TSX VENTURE : YGW.P

YTW Weslea Growth Capital Corporation

November 02, 2005 15:26 ET

YTW Weslea Growth Capital Corporation Announces Revision to Qualifying Transaction

TORONTO, ONTARIO--(CCNMatthews - Nov. 2, 2005) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

YTW Weslea Growth Capital Corporation ("YTW") (TSX VENTURE:YGW.P) announces a revision to the terms of its proposed Qualifying Transaction previously announced on August 30.

On August 30, 2005, YTW announced details concerning its proposed Qualifying Transaction with Broadband Learning Corporation ("BLC"). That announcement disclosed that BLC had entered into an agreement to acquire Keypoint International Services Inc. of Medford, Oregon, which transaction was to close concurrently with the closing of the proposed Qualifying Transaction. BLC has terminated its agreement to acquire Keypoint and that acquisition will no longer take place.

As a result, the Business Combination between YTW and BLC described in the August 30 announcement has been amended such that BLC shareholders will receive 15,897,066 YTW common shares instead of the previously announced 17,500,000 YTW common shares. The difference represents BLC shares that will not be issued to the Keypoint shareholder and which will not be outstanding at the time of completion of the Business Combination. Consequently, the negotiated value of BLC is now $4,769,120 instead of $5,250,000. After completion of the Business Combination, YTW will now have 25,497,066 common shares issued and outstanding. All other elements of the proposed Qualifying Transaction remain unchanged.

While it was intended that the addition of Keypoint's revenues would add to BLC's critical mass, these revenues were not in the distance learning area that is the focus of BLC's future growth. BLC believes that its revenue and earnings growth prospects are equally strong without the Keypoint transaction and YTW remains committed to the Qualifying Transaction as amended.

As noted above, completion of the Business Combination is subject to a number of conditions, including, but not limited to, TSXV acceptance. The Business Combination cannot close until the required approvals have been obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement of YTW to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of YTW should be considered to be highly speculative.

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

Contact Information

  • YTW Weslea Growth Capital Corporation
    Andy Wilson
    President and CEO
    (416) 350-5002
    or
    BLC
    Ed Giles
    CEO
    (801) 281-2266 x 203