|By Marketwire .||
|November 26, 2012 04:13 PM EST||
TORONTO, ONTARIO -- (Marketwire) -- 11/26/12 -- DealNet Capital Corp. (the "Company") (CNSX:DLS)(PINKSHEETS:GAIMF) is pleased to provide an update on the acquisition of the Atlanta based Home Services Company (the "HSC") initially announced on September 13, 2012. The Company has concluded a renegotiation and revised the purchase terms of the proposed acquisition. The HSC is in the business of providing Heating Ventilation and Air Conditioning (HVAC) after-market protection plans to homeowners in the greater Atlanta area.
Mr. Bob Cariglia, President of DealNet Capital Corp. stated, "The acquisition of the HSC will strengthen the Company's position in the lucrative HVAC financing and services vertical as we look to expand our platform whilst leveraging the infrastructure provided by our thriving BPO division." He added, "Management felt it was in the best interests of the Company and our shareholders to revise the terms of the transaction ensuring both parties are suitably aligned to execute on the business plan."
The terms of the proposed HSC acquisition have been revised to the new terms outlined below. The purchase price will be $50,000 at closing paid in common shares of the Company at the greater of the market price at the Closing Date or $0.20 per share. A deferred payment of $100,000 is also to be paid in common stock of the Company at the greater of the market price at the Closing Date or $0.20 per share. The deferred payment shares will be issued and held in escrow until such time as the HSC achieves certain customer targets. There will also be an earn-out cash payment of $7.50 per qualified customer, a customer in good standing, applicable up to 7,000 customers and $15.00 per customer thereafter. The earn-out stated above is capped at a maximum of $140,000 over a period of 24-months. At closing, the Company will also issue and deliver 1,000,000 common share purchase warrants (each a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company for a period of 36-months from the Closing Date (subject to vesting conditions) at an exercise price equal to $0.25 per share. The Warrants will vest based on HSC achieving certain customer targets. Additionally, the Company will provide an inter-company shareholder loan to HSC at closing of $206,000, with the proceeds of such loan used to retire existing shareholder loans of the selling parties.
Closing of the transactions described herein will occur on or about December 7, 2012, or later if there is any required regulatory approval.
DealNet Capital Corp. is a public company that trades under the symbol DLS on the Canadian National Stock Exchange and under the symbol GAIMF on the Pink Sheets of the Over the Counter Bulletin Board. In general, the Company is a merchant banking company that has a flexible investment mandate with a strategic focus on recurring revenue businesses. The company has recently focused its investments towards the thriving North American Business Process Outsourcing (BPO) Market as well as the Consumer Financing Market by leveraging its recently acquired BPO division. The Company continues to look for acquisition opportunities in these key markets in order to continue to drive competitive advantages and growth.
ON BEHALF OF DEALNET CAPITAL CORP.
This press release contains certain forward-looking statements with respect to the Corporation. These forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated. We consider the assumptions on which these forward-looking statements are based to be reasonable, but caution the reader that these assumptions regarding future events, many of which are beyond our control, may ultimately prove to be incorrect. These statements involve risks and uncertainties including, without limitation, DealNet's ability to successfully develop and market its products, consumer acceptance of such products, competitive pressures relating to price reductions, new product introductions by third parties, technological innovations, and overall market conditions. Consequently, actual events and results in future periods may differ materially from those currently expected.
The Canadian National Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.