Press release from Marketwire
Work Horse Capital & Strategic Acquisitions Ltd. Announces Qualifying Transaction to Acquire Personal Web Systems, Inc.
Tuesday, June 29, 2010
Work Horse Capital & Strategic Acquisitions Ltd. Announces Qualifying Transaction to Acquire Personal Web Systems, Inc.12:57 EDT Tuesday, June 29, 2010OTTAWA, ONTARIO--(Marketwire - June 29, 2010) - (NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES)Work Horse Capital & Strategic Acquisitions Ltd. ("WHC" or the "Corporation") (TSX VENTURE:WHC.P), a Capital Pool Company ("CPC"), is pleased to provide further particulars regarding its previously announced proposed qualifying transaction with Personal Web Systems, Inc. ("PWS"), a private company based in Palo Alto, California (the "Proposed Transaction"). PWS carries on the business of developing a browser-based Internet platform with a managed system that provides consumer electronic devices with access to all the features, content, and functionality available on the Internet without the malware, security and support issues of a PC.The parties have reserved the name Leonovus Inc. for registration under the Business Corporations Act (Ontario) with the intention that this will be the name of the resulting issuer following completion of the Proposed Transaction.Details of the Proposed Qualifying TransactionOn May 25, 2010, WHC entered into an arm's length Agreement in Principle with PWS pursuant to which WHC intends to acquire all of the issued and outstanding shares of PWS. In conjunction with the Proposed Transaction, WHC intends to (i) acquire all of the issued and outstanding securities of PWS by way of a securities exchange or other transaction that will have the same effect, in exchange for approximately 31,797,789 common shares of WHC at a deemed price of approximately $0.16 per share or $5,212,752.30 in the aggregate; and (ii) complete a private placement of not less than $2,750,000 (the "Private Placement"). The Proposed Transaction will also include the issuance of 3,582,211 common share warrants in WHC to holders of warrants in PWS. The Proposed Transaction is expected to constitute WHC's Qualifying Transaction as defined in Policy 2.4 of the Exchange Corporate Finance Manual and is subject to compliance with all necessary regulatory approvals and certain other terms and conditions.Pursuant to share exchange agreements currently under negotiation, WHC will purchase all of the issued and outstanding securities of PWS held by shareholders of PWS (the "PWS Shareholders"), all on the exchange basis described above. Based on approximately 31,797,789 common shares of PWS currently issued and outstanding, PWS Shareholders will receive one (1) WHC common share for each one (1) share of PWS and one (1) WHC common share warrant for each one (1) common share warrant of PWS. Gordon Campbell, the Chief Executive Officer and President of PWS, residing in Newcastle, California, holds approximately 49% of the issued and outstanding securities of PWS and is the only shareholder of PWS holding in excess of 20% of the issued and outstanding securities thereof. Current directors of PWS (namely Peter Abramenko, David Bowman and Gary Martin all of whom are residents of the United States) collectively hold approximately 14% of the issued and outstanding securities of PWS.The parties intend that the offer and sale of securities of WHC in the Proposed Transaction shall be made in reliance on, and contingent upon, an effective offering exemption from the registration requirements of the Securities Act of 1933, as amended ("Securities Act"), by reason of Section 3(a)(10) of the Securities Act, and applicable state securities laws.After completion of the Proposed Transaction, and prior to the Private Placement, it is expected that there will be 37,897,789 common shares of WHC issued and outstanding, of which current shareholders of WHC will own 6,100,000 (16.10%) and PWS shareholders will own 31,797,789 (83.90%). Accordingly, the transaction will constitute a reverse takeover of WHC.Together with the expected closing of the Private Placement concurrently with the Proposed Transaction, the outstanding share capital of WHC is expected to consist of an aggregate of approximately 55,085,289 common shares of WHC issued and outstanding, (of which current shareholders of WHC will own 6,100,000 (11.07%), PWS Shareholders will own 31,797,789 (57.73%) and shareholders pursuant to the Private Placement will hold 17,187,500 (31.20%)) and approximately 13,865,024 warrants to acquire common shares (of which current shareholders of WHC will hold 400,000 and PWS Shareholders will hold 3,582,211).About PWS (www.pwsww.com)Personal Web Systems, a private company with its head office at 1800 Embarcadero, Palo Alto, California, was incorporated under the laws of the State of Delaware on November 19, 2007.PWS is developing an innovative high performance browser-based Internet platform with a managed system approach that provides HDTVs and other consumer electronic devices with access to all the features, content, and functionality available on the Web without the malware, security and support issues of a PC. PWS seeks to change the way high-value Internet content is organized, monetized, and delivered on HDTVs, providing a true consumer electronics experience to the largest monitor in the house.PWS was formed by a team of experienced entrepreneurs with proven success at building market-leading enterprises in the semiconductor, 3D graphics, system software, Web applications and online advertising industries. Gordon Campbell, a Silicon Valley pioneer, funded the initial project and became CEO of the company in 2007. The company has been privately funded to date.The premise on which PWS' value proposition is built, is that the Web is rapidly replacing some of the most venerable information and entertainment delivery institutions of the past century - from daily newspapers and broadcast television to recorded music and Hollywood films. Even the most highly regarded editorial content and video entertainment - once doled out over tightly controlled, closed networks - is being forced to quickly migrate to the open access platform of the Web, radically changing long-established business models in the process.PWS intends to solve the technical problems as well as the lack of business models associated with moving the full Internet to consumer electronics devices. The company is developing a browser-centric Internet Platform architecture and software system to deliver a high performance, full-featured Web experience to a variety of non-PC devices. Key components of the PWS Platform include an intelligent client system and a managed service system enabling complete and open access to the Web. The PWS Platform is expected to provide consumers an easy-to-use, personalized interface for organizing, accessing and viewing robust content from their favourite websites on their high definition televisions (HDTVs) and virtually any other non-PC devices with a high resolution display. PWS has also developed proprietary hardware and software acceleration to deliver full screen 1080p Flash video to the largest HDTV screens available. Additionally, the PWS Platform is intended to provide a secure system for delivering service updates and upgrades as well as protection from viruses, malware and other dangerous threats common to the traditional PC architecture.The PWS approach is expected to introduce a unique "profitability" component that has been missing from current attempts to expand the Web onto the TV; an integrated content management system that delivers targeted advertising and marketing campaigns linked to individual viewer preferences and interests. In addition, new services, applications and products can be offered through this high growth IP digital distribution channel. The level of metrics that are generated from the system brings a new level of specificity and accountability to online advertising and long tail distribution. All of these features are expected to offer improved advertising effectiveness and expanded return on investment for all participants in the content delivery value chain.Initial customer targets are set top box (STB) manufacturers, telcos, retailers and service providers. PWS plans to also work with silicon companies to develop and deliver a next generation solution for embedded consumer products such as HDTVs and mobile devices. The company has completed successful early trials with a European telco and expects to participate in additional trials this year with their beta product. In addition, PWS plans to launch a public closed beta by the end of this year with off the shelf hardware.Financial Information on PWSThe following figures are based on audited management prepared financial statements as at December 31, 2009 and unaudited management prepared financial statements as at March 31, 2010 and are provided in U.S. dollars (unless otherwise stated):Sales, gross margin and EBITDA (Earnings Before Taxes, Depreciation and Amortization) for the 12 months ended December 31, 2009 were $0, $0 and ($3,035,000) respectively and for the three months ended March 31, 2010 were $0, $0, and ($247,000) respectively.At March 31, 2010, PWS had total assets of $518,000, total current liabilities of $1,119,000, total liabilities of $1,774,000 and a shareholders' deficit of $1,256,000.PWS financial statements are undergoing the final stages of an audit for the period ended March 31, 2010. The pro forma consolidated financial statements of PWS and WHC, reflecting the acquisition as if it occurred at June 30, 2010 and assuming the shares allotted pursuant to the Private Placement are fully subscribed, would result in no material revenues for the period January 1, 2010 to June 30, 2010, cash on hand of approximately C$2,750,000, current liabilities of no more than C$600,000, long term liabilities of no more than C$900,000, and shareholders' equity of approximately C$1,500,000 as a result of the conversion of PWS debt into equity. All conversions of debt into equity will occur prior to closing of the Proposed Transaction, will involve only the issuance of common shares in PWS and are expected to be completed at a price consistent with the deemed price per share pursuant to the Proposed Transaction.Auditor's Qualification - Financial Statements of PWSThe auditors of PWS, PKF Hill Chartered Accountants of Toronto were appointed during the 2009 year to audit the financial statements of PWS from inception in 2007 and for the years ended December 31, 2008 and 2009, and the period ended March 31, 2010. There were no qualifying statements made by the auditors in respect of the financial statements of PWS.Board of Directors and Management Team of the Resulting IssuerAfter completion of the Proposed Transaction, the directors of WHC will consist of Gordon Campbell (Chairman of the Board), Pete Abramenko, Gary Martin, Dave Bowman, Michael Inskip and Daniel Hilton. Senior management will consist of Gordon Campbell (CEO & President), Paul Master (CTO and VP Strategic Technologies), Dan Willis (Chief Architect and VP Software Engineering), David Fisher (VP Sales) and Jim Fredrickson (Director of Finance).Gordon Campbell - Proposed Chief Executive Officer & President, Chairman of the BoardNewcastle, CaliforniaGordon Campbell was appointed as Chief Executive Officer and President of PWS in 2007. Campbell brings a wealth of experience and expertise in founding, building and successfully launching a wide range of technology-based enterprises. He has taken several early stage concepts from start-up to high volume revenue and profits.Campbell founded and operated a number of Silicon Valley technology companies. He established Techfarm, Inc. and Techfarm Ventures in 2000 as models for partnering start-ups, creating cutting-edge technologies with seasoned managerial and financial experience.During his 30-year career, Campbell has held positions in engineering, sales, marketing and management at Honeywell, Intersil and Motorola. He developed, implemented and managed Intel's marketing efforts prior to founding and incubating the start-up of many notable companies including: SEEQ Technology, CHIPS and Technologies, Inc., 3Dfx Interactive, Cobalt Networks, HotRail, NetMind, PortalPlayer and Resonate. Campbell has also served on the board of directors of publicly traded entities including 3COM, Bell Microproducts, Inc., and Palm Inc.Campbell has been recognized as Entrepreneur of the Year by Inc. Magazine and acknowledged by a number of major business and technology publications as a pioneer in technology. Campbell has been involved in the evolution of the semiconductor, personal computer, networking and Internet sectors and played a critical role in the development of many technological innovations, including: -- the world's first Ethernet chip -- the world's first electronically erasable microcomputer -- the first PC on a chip -- the first IBM-compatible graphics controller for personal computers -- the invention of the chipset upon which all personal computers are built - currently over 100 million per year In honour of this repeated success, the Fabless Semiconductor Association (FSA) named Campbell as the 2007 recipient of the Dr. Morris Chang Exemplary Leadership Award.Pete Abramenko, Proposed Director, Ridgewood, New JerseyPete Abramenko is currently the President and Co-CEO of Financial Product Resources, Inc. (FPR), a broker-dealer headquartered in Montvale, New Jersey. Prior to FPR in 2004. Abramenko was the Managing Director of Sigma Capital Advisors, LLC (a subsidiary of the S.A.C. Capital hedge fund). While at SAC, he managed a global long/short hedge fund portfolio of high yield and investment-grade bonds, credit derivatives, equity, equity options and converts. From 2000 through 2004, Abramenko was the Global Head of Credit for the UBS Internal hedge fund (UBS Principal Finance) where he managed teams and portfolios in New York, London and Asia. Before joining UBS, Abramenko was the Managing Director at PaineWebber in charge of trading, research, capital markets and syndicate for investment-grade corporations. Prior to PaineWebber, he was a Managing Director at Kidder Peabody where he held several management positions in credit trading and capital markets. Abramenko began his career as a corporate bond trader at Salomon Brothers in 1985. He holds a MBA from Northwestern and a B.A. in Economics from Haverford College.Gary P. Martin, Proposed DirectorSan Jose, CAGary P. Martin, a private investor, is currently a Director for Essex Property Trust; a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily apartment communities located in supply-constrained markets. In 2002 Martin was the VP and CFO of MobileSmarts, Inc., a semiconductor company serving the automotive industry. Prior to MobileSmarts, from 1998 to 2000, Martin served as VP and CFO of Halo Data Devices, a supplier of data storage products for the disk drive market.Martin was VP of Finance and CFO of 3Dfx Interactive, Inc. from 1995 to 1997, driving the company through their successful Initial Public Offering (IPO). The company was later acquired by Nvidia in 2000. Prior to this position, from 1993 to 1995, he served as VP of Finance and the CFO for MiniStor Peripherals Corporation, a supplier of data storage products for the mobile computer market.From 1985 to 1993, Martin was Senior VP of Finance and Administration for CHIPS and Technologies, Inc., driving a successful IPO as well as developing joint business ventures within the Soviet Union. From 1983 to 1984, Martin was VP of Finance and CFO for Starstruck, Inc., a company involved in space development through private enterprise. In addition, Martin was one of the earliest employees at Apple Computer, Inc., where he held both corporate and European controller positions during the period from 1977 to 1983.Dave Bowman Proposed DirectorSan Jose, CaliforniaDave Bowman is currently a private investor that brings a tremendous amount of experience in successfully building companies by focusing on revenue strategies and execution. Bowman was an early employee of 3Dfx Interactive in 1995. 3Dfx was in the business of designing the first 3D graphics controller. Bowman is credited with building and executing a successful global sales team driving from pre-revenue to tracking $450m in 4 years including a successful IPO. 3Dfx was later acquired by Nvidia in 2000.Prior to 3Dfx, Bowman was part of a start up company called CHIPS and Technologies (C&T) as its VP of Sales. C&T was the first fabless semiconductor company globally, a model developed by its founder Gordon Campbell. Bowman sold the first PC-compatible computer into the marketplace that early customers such as Hewlett-Packard and Dell now dominate. Intel acquired the company in 1997. Early in his career Bowman held senior sales positions with Signetics and Fairchild Semiconductor before moving on to lead the North American sales efforts for Apple in 1979, aiding in the drive to their IPO in December, 1980.Michael Inskip - DirectorOttawa, OntarioMichael Inskip has served as the President and CEO of WHC since its inception in 2008 in addition to serving on WHC's board of directors over the same time period. He has experience in leading global sales, all aspects of marketing, business development and business operations for both public and early stage private companies. For the period May, 2005 to May, 2008. Inskip was Director Sales, Marketing and Business Operations for Enablence Technologies Inc. a publicly traded entity on the TSX Venture Exchange. Between 2001 and 2005, Inskip held senior sales and marketing positions with privately held start-up technology companies. Inskip was also responsible for marketing for Iridian Spectral Technologies, which was later acquired by JDS Uniphase, during the period December 1998 to June 2001.Inskip has a Bachelor of Arts (Law) from Carleton University, an International Business Diploma from Algonquin College and an International Trade Diploma from the Forum for International Trade Training Program (FITT). Mr. Inskip has an Executive Certificate in Management and Leadership from the MIT Sloan School of Management, and he has completed the Executive Program in Venture Capital at UC Berkeley. Mr. Inskip has lived and worked in Beijing, China and Silicon Valley, USA and is currently an advisor to early stage companies.Daniel Hilton - DirectorOttawa, OntarioDaniel Hilton is a Chartered Accountant with a broad range of experience in strategic planning and leadership of finance and operations. He has served on WHC's Board of Directors since its inception in 2008. Hilton is currently Executive Director of the Conservative Party of Canada. He was previously the Director of Finance and Administration, Research and Development for World Heart Corporation and a co-founder and CFO of Kids Futures Ltd., a national loyalty program which in December of 2005 became a publicly traded entity on the TSX Venture Exchange. Hilton was formerly the Vice-President Finance and Technology and Senior Vice-President, Corporate Development & Administration of Enablence Technologies Inc., a publicly traded entity on the TSX Venture Exchange. Hilton earned his B.COMM from the University of Ottawa, and earned his professional designation with the firm Deloitte & Touche LLP. Hilton holds graduate business degrees with both Queen's University and Cornell University.Paul Master - Proposed Chief Technical Officer and Vice President of Strategic TechnologiesPaul Master has over 24 years experience in high tech development and management in both start-up company environments and large corporations. His previous roles included positions as CEO, CTO, VP of Engineering, VP of Systems Engineering, VP of Architecture, and Director of Marketing among others. He has held positions at several startups including Element CXI from 2005-2007, and QuickSilver Technology, from 1998 to 2004 as well as larger companies such as The Boeing Company, ARGOSystems, & ACER America. While at Boeing Sunnyvale, Master co-founded a new division of The Boeing Company to bring smart antenna interference reduction cellular base stations, reconfigurable computing protocol telecommunications processing and terabit routers to market.Master has over 40 patents issued or pending, over 35 professional publications and 13 first pass ASIC successes. He has been the keynote speaker & conference speaker at a variety of technical conferences dealing with multi-core, reconfigurable computing, FPGA, Software Defined Radio and Computer Architectures. Master holds a B.A. in Computer Science from The University of California at Berkeley, and a M.S. in Computer Science and Engineering from Santa Clara University.Dan Willis - Proposed Chief Architect and Vice President of Software EngineeringWith over twenty-five years in the business of distributed software and systems solutions design, Dan Willis brings a broad and deep set of experiences to PWS. Prior to joining PWS, Willis served in a number of technical and business leadership roles at Google, Inc. Willis came to Google as a result of Google's purchase in 2007 of Adscape Media where he served as CTO. Adscape Media pioneered the dynamic in-game advertising and was founded by Willis in 2002 as its first CEO.Prior to Adscape, Willis spent over 15 years at Bell Northern Research and Northern Telecom, where he was a significant contributor to the early development of residential broadband networks, interactive television, telephony automation, VoIP, and distributed access network services and management. Willis began his professional career as a UNIX systems solutions consultant in the defense, security and communications industries, where he was instrumental in building several real time systems that remain state of the art today. With over 60 patent applications to his name across Nortel, Adscape and Google, Willis has continually demonstrated his expertise as a prolific innovator with a solid grounding in business realities.Willis holds a B.Sc. in Computer Science from Queen's University at Kingston.David Fisher - Proposed Vice President of SalesDavid Fisher joined PWS in 2008 with more than 30 years of international executive sales experience in both early stage ventures as well as Fortune 500 companies. He has created sales and distribution networks in North America, Europe and Asia and has extensive representative, distributor and customer contacts. He has been credited with growing revenues to more than $100 million at successful startups including CHIPS and Technologies and 3Dfx Interactive, contributing to successful public offerings at both companies.Fisher most recently was VP of Sales at Rapport Incorporated, a reconfigurable semiconductor company. Prior to Rapport in 2005, Fisher was VP of Sales for Winnov, a developer of cost effective multi-channel IPTV encoders. From 2002 to 2004, Fisher set up the International sales and rep network for CHIPS and Systems as VP of Sales. Fisher has diversified product experience including fabless semiconductor and assembled components, with particular strengths in system logic chips, graphics, SCSI / audio chips, video capture boards and media encoding systems. Fisher has also previously held executive roles with Adaptec, Ensoniq, NuCore, Unisys (Univac) and ISS. In addition, Fisher ran the purchasing group at Univac, where he was tasked with evaluating and procuring all semiconductor components. Fisher holds a B.S. in Business Administration from St. Joseph's University.Jim Fredrickson - Proposed Director of FinanceJim Fredrickson has been involved in the Silicon Valley finance arena for more than 30 years. He joined PWS in 2009 from Rapport Incorporated where he served as VP of Finance. Prior to Rapport in 2003, Fredrickson became the CFO for Elesys, Inc. Elesys is the creator of RadialPrint(TM) technology and designs and manufactures recording and printing devices for DVD/CD markets.From 1999 to 2003, Fredrickson was CFO for Quicksilver Technology, Inc., a reconfigurable computing company. His experience began with a variety of high technology companies while employed by the San Jose office of Arthur Andersen & Co. Progressing to an audit manager, he was involved with several clients who had public offerings and public reporting requirements. He worked for ARGOSystems, Inc. (defense electronics), in Sunnyvale for 19 years, first as the corporate controller and then as the VP and CFO. During his employment, ARGOSystems became a public company and was later acquired by The Boeing Company.Fredrickson is a licensed CPA for more than 30 years and is a member of the American Institute of Certified Public Accountants (AICPA) and the California Society of CPAs. He holds a B.S. degree in Accounting from Brigham Young University and has attended the Stanford Financial Executive Management Training program.Sponsorship and Proposed FinancingSponsorship of a qualifying transaction of a CPC is required by the Exchange unless exempt in accordance with the Exchange's policies. WHC intends to apply for exemption from Sponsorship pursuant to section 3.4 (a) (ii) of Exchange Policy 2.2 on the basis of the planned concurrent brokered financing of at least C$2,750,000 in connection with the Proposed Transaction. However, no assurance can be given that WHC will obtain this exemption.Fin-XO Securities Inc. (formerly Investpro Securities Inc.), subject to completion of satisfactory due diligence, has agreed to act as the agent (the "Agent") on a commercially reasonable efforts basis, for the Private Placement in this regard. Gross proceeds of the Private Placement are expected to be approximately C$2,750,000, based on an expected issuance price of approximately $0.16 per unit (each unit to be comprised of one common share plus one half warrant to purchase one common share in the capital of WHC; each whole warrant will entitle the holder to purchase one common share at a price of $0.30 for a period of twelve months) which proceeds are intended to be used to fund working capital requirements of the resulting issuer. Agent's fees are expected to consist of a corporate finance fee in the amount of C$25,000.00 in cash plus commissions of 7.5% of the gross proceeds of the Private Placement and will include an Agent's option to purchase common shares in WHC in an amount equal to 7.5% of the units issued, exercisable at a price of $0.16 for a period of twenty-four months.Stock Options and other mattersThe parties expect that no amendments will be made to WHC's existing stock option plan and that no options are intended be issued as part of the Proposed Transaction.The Proposed Transaction will constitute an arm's length Qualifying Transaction, as no party to the transaction is a "Control Person" (as defined in 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 Policy 5.9. A filing statement to be prepared and filed on SEDAR in conjunction with the Proposed Transaction will contain full particulars of the Proposed Transaction.About WHCWHC was incorporated under the Business Corporations Act (Ontario) on December 30, 2008 and its fiscal year end is December 31. WHC is classified as a CPC as defined in Policy 2.4 and as such WHC has not commenced commercial operations and has no assets other than cash with which to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. As a result, WHC's current business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction.WHC shares have traded on the Exchange (under the symbol "WHC.P") since June 10, 2009. Trading in WHC shares was halted at the company's request on May 27, 2010, on the announcement of the proposed Qualifying Transaction.Further information about WHC can be found its prospectus dated June 10, 2009 and other filings of the Corporation with the Canadian securities regulators, which filings are available at www.sedar.com.Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, completion of the Private Placement; execution of a definitive agreement, receipt of all applicable consents to and approvals of the Proposed Transaction including approval of the TSX Venture Exchange (the "Exchange"), and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval; 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 Proposed Transaction cannot close until the required approvals and exemptions are obtained. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.Investors are cautioned that, except as disclosed in the management information circular or filing statement of WHC to be prepared in connection with the Proposed 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 Proposed 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 www.sedar.com.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 Proposed 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.FOR FURTHER INFORMATION PLEASE CONTACT: Work Horse Capital & Strategic Acquisitions Ltd. Michael Inskip Chief Executive Officer (613) 675-1426 (613) 238-8775 (FAX) email@example.com 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.