Software Growth Inc. completes qualifying transaction and announces distribution to shareholders and dissolution



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

    TSX VENTURE EXCHANGE: SGW.P
    

    TORONTO, Aug. 28 /CNW/ - Software Growth Inc. (the "Corporation"), a
capital pool company, is pleased to announce the completion today of its
previously announced qualifying transaction (the "Qualifying Transaction")
with Enssolutions Group Inc. ("Enssolutions"), subject to receipt of final
approval from the TSX Venture Exchange Inc. (the "Exchange"). Pursuant to the
Qualifying Transaction, the Corporation completed a private placement
investment into Enssolutions of all of its available cash reserves after
payment of expenses related to the Qualifying Transaction, consisting of
$150,000. As of today, Enssolutions has closed on an aggregate of $2,349,937
of units in the private placement.
    The Qualifying Transaction remains subject to the Corporation filing
final documentation with the Exchange.
    The approval of a majority of the minority of the Corporation
shareholders for the Qualifying Transaction was obtained at the annual and
special meeting of shareholders of the Corporation held on August 19, 2009. In
connection with the approval of the Qualifying Transaction, the shareholders
of the Corporation also approved the reduction of stated capital and return of
capital by the Corporation ratably among the shareholders according to their
rights and interest in the Corporation and the voluntary dissolution of the
Corporation.
    Forthwith following the completion of the private placement investment
into Enssolutions, the Corporation shall distribute all of the securities
underlying the units of Enssolutions purchased in the private placement to the
shareholders of the Corporation of record as of August 19, 2009. As a result,
each shareholder of record will receive from Enssolutions' transfer agent
approximately 0.38 of a common share of Enssolutions and approximately 0.38 of
a warrant for each common share of the Corporation held by them. Each whole
warrant entitles the holder thereof to purchase one additional Enssolutions
common share at a price of $0.25 for a period of 18 months from today. All
such securities of Enssolutions are subject to a four-month hold period.
    The common shares of the Corporation will remain halted pending final
Exchange approval of the Qualifying Transaction and the issuance by the
Exchange of a Final Exchange Bulletin. Upon final approval, the Corporation
will be delisted and dissolved and all outstanding equity rights in the
Corporation will be cancelled. Any securities of Enssolutions distributed to
shareholders of the Corporation whose securities of the Corporation have been
held in escrow will also be held in escrow under the same terms and conditions
as such securities of the Corporation.
    Additional details regarding the Qualifying Transaction, return of
capital to the shareholders and the dissolution are available in the
management information circular of the Corporation dated July 20, 2009, which
has been filed with the Exchange and is available on SEDAR at www.sedar.com.

    Cautionary Note Regarding Forward-looking Statements

    This news release contains forward-looking statements that involve risks
and uncertainties that could cause the results of the Corporation to differ
materially from management's current expectations. Actual results may differ
materially due to a number of factors including, among others: the sale and
issuance of additional Enssolutions units in the private placement, the timing
of the return of capital to the shareholders and the dissolution of the
Corporation. The matters discussed in this news release also involve risks and
uncertainties described in the Corporation's documents filed from time to time
with the Canadian securities regulatory authorities. The Corporation assumes
no obligation to update the forward-looking information contained in this new
release.

    
    THE TSX VENTURE EXCHANGE INC. HAS NOT REVIEWED AND DOES NOT ACCEPT
    RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
    





For further information:

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

Organization Profile

SOFTWARE GROWTH INC.

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