Software Growth Inc. announces proposed qualifying transaction



    /NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/

    TORONTO, Oct. 23 /CNW/ - SOFTWARE GROWTH INC. (TSXV:
SGW.P)(the"Corporation"), a capital pool company, announced today that it has
entered into a term sheet concerning a proposed transaction (the
"Transaction") between the Corporation and Lang AG. ("Lang") which, if
completed, will be the Corporation's qualifying transaction pursuant to the
policies of the TSX Venture Exchange Inc. (the "Exchange").

    Lang

    Lang is a private company incorporated under the laws of Germany with its
headquarters in Munich, Bavaria and branch offices in seven German cities,
including Frankfurt, Nuremburg, Essen and Hannover. Lang's business is acting
as general contractor for apartment, home and offices space renovation
services in Germany. Its customers include many large landlords and commercial
property owners in Europe such as Deutsche Annington and DEWAG. Its online
ordering service enables landlords to order renovations on fixed price terms.
Lang then draws on its base of sub-contractor professionals to provide the
services. The company has been in business for over 20 years and has
experienced steady growth. In order to prepare for its international expansion
the company intends to become listed on the Exchange.

    Transaction Summary

    The Transaction will consist of a number of steps including the
following:

    
    (a) A non-brokered private placement in an amount of  $100,000 (the
        "Private Placement").

    (b) The Corporation will, on closing of the Transaction, increase its
        board of directors from four to five and change its trading symbol
        subject to Exchange approval.

    (c) The Corporation will, on or subsequent to closing of the Transaction,
        and subject to shareholder approval, change its name, consolidate its
        shares (if desired), change is auditors (if not previously done by
        the board of directors) and increase its board of directors from five
        to six.
    

    The Transaction is an arm's length transaction. No related party of the
Corporation has any interest in Lang. Accordingly, the Transaction will not,
as currently contemplated, be subject to approval by the shareholders of the
Corporation but a filing statement will be issued in respect of the
Transaction. Further details of the Transaction will be announced as
available.

    Transaction Summary

    The Transaction will be structured as a share exchange whereby all of the
shares of Lang will be acquired in consideration for the issuance of shares of
the Corporation. The purchase price is $4,350,000, not including the Private
Placement, which is to be satisfied by the issuance of 21,750,000 shares of
the Corporation having a transaction value of $0.20 per share.
    The Private Placement will consist of 500,000 common shares at $0.20 per
unit (based on an $100,000 financing). The shares issued pursuant to the
Private Placement will be exchanged for the same number of shares in the
capital of the Corporation. The proceeds of the Private Placement will be used
for working capital.
    Assuming $100,000 is raised by way of the Private Placement, there will
be an estimated 25,500,000 shares outstanding in the capital of the
Corporation on completion of the various transactions. In addition, there will
be warrants, options and broker warrants to acquire a further estimated
475,000 shares.

    Other

    The Corporation is currently in the process of preparing a detailed press
release regarding the Transaction which will satisfy the disclosure
requirements of the Exchange. Trading in the common shares of the Corporation
will remain halted pending the release of more fulsome disclosure regarding
the Transaction and the satisfaction of the filing requirements of the
Exchange.

    Conditions

    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 required 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, filing statement or prospectus 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
    Transaction and has neither approved nor disapproved the contents of this
    press release.
    

    %SEDAR: 00023895E




For further information:

For further information: Mark Lawrence, President, Chief Executive
Officer, Chief Financial Officer and Director, Software Growth Inc. at (416)
707-6630 or mark@northcrestpartners.com

Organization Profile

SOFTWARE GROWTH INC.

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