CHEQ-IT Ltd. announces proposed corporate acquisition and change of business to real estate company, new control person and proposed changes to board



    TSX-Venture: CQT

    CALGARY, Aug. 23 /CNW/ - CHEQ-IT Ltd. ("Cheq-It" or the "Corporation") is
pleased to announce that they have agreed to acquire all of the issued and
outstanding securities of Platform Centennial Building Inc. ("Platform") for
total consideration of $6,300,000 (the "Platform Transaction") to be paid
through the assumption of $4,100,000 of debt, the issuance of 8,000,000 common
shares of Cheq-It ("Common Shares") at a deemed price of $0.25 per Common
Share and the issuance of a $200,000 five year convertible debenture of
Cheq-It. The convertible debenture will entitle the holder to convert the
principal amount into Common Shares for a period of five years at a price of
$0.50 per Common Share. Cheq-It has, concurrently, agreed to acquire all of
the issued and outstanding securities of Silver Lining Homes Ltd. ("Silver
Lining") for total consideration of $1,262,500 (the "Silver Lining
Transaction") to be paid through the assumption of $1,100,000 of debt and the
issuance of 650,000 Common Shares of Cheq-It at a deemed price of $0.25 per
Common Share.
    The Platform Transaction and the Silver Lining Transaction (collectively,
the "Transactions") will constitute a change of business in accordance with
the policies of the TSX Venture Exchange (the "Exchange"). As part of the
Transactions, Cheq-It will seek shareholder approval for the Transactions, the
change of management, a Common Share consolidation and name change. The
Transactions are not considered to be at arm's length.

    Summary of the Transactions

    Currently, Cheq-It develops, sells and supports cheque writing and
electronic fund transfer systems (the "Cheque Business"). Operations to date
have primarily been focused in southern Alberta, within the oil and gas
industry. Upon completion of the Transactions, Cheq-It will continue to
operate the Cheque Business but its main business will change to be a real
estate investment company.
    Platform is an Alberta corporation which has been engaged in the business
of real estate acquisition and leasing since January, 2005. Platform is
currently wholly-owned by Chinook Financial Ltd., ("Chinook") a private
company controlled by David Mears, a director of the Corporation. Platform
owns and leases out the Centennial Building which is located at 816, 7th
Avenue SW, in downtown Calgary, Alberta.

    Below is a summary of the unaudited balance sheet information regarding
Platform which has been prepared by management of Platform:

    

    -------------------------------------------------------------------------
                                   As at December 31,      As at December 31,
                                         2006                     2005
                                      (unaudited)              (unaudited)
    -------------------------------------------------------------------------
    Total Current Assets                     $56,240                $102,390
    -------------------------------------------------------------------------
    Total Assets                          $2,951,822              $2,953,632
    -------------------------------------------------------------------------
    Total Current Liabilities               $104,260                 $73,685
    -------------------------------------------------------------------------
    Total Liabilities                     $3,123,926              $3,069,309
    -------------------------------------------------------------------------

    Silver Lining is an Alberta corporation which has been engaged in the
business of real estate acquisitions and development since February, 2004. 
Silver Lining is currently wholly-owned by Freestyle Holdings Corp., a private
company partially owned by Gordon Anderson. Silver Lining owns a property
located at 2716 17th Avenue SW, Calgary, Alberta, which has been re-designated
for development into a multi family apartment-condo style building.

    Below is a summary of the unaudited balance sheet information regarding
Silver Lining which has been prepared by management of Silver Lining:

    -------------------------------------------------------
                                          As at June 30,
                                              2006
                                          (unaudited)
    -------------------------------------------------------
    Total Current Assets                         $10,947
    -------------------------------------------------------
    Total Assets                              $1,687,459
    -------------------------------------------------------
    Total Current Liabilities                    $35,544
    -------------------------------------------------------
    Total Liabilities                         $1,727,848
    -------------------------------------------------------

    

    Upon completion of the Transactions and subject to shareholder approval
it is anticipated that Cheq-It will change its name to Platform Investments
Inc.

    Common Share Consolidation

    Upon the closing of the Transactions, the Corporation intends to
consolidate the issued and outstanding Common Shares on a 3 for 1 basis (the
"Consolidation"). The Consolidation is subject to shareholder and Exchange
approval. All Common Shares issued pursuant to the Transactions as disclosed
above will be on a pre-Consolidation basis.

    Changes to Board of Directors

    It is anticipated that, in conjunction with the Transactions, Raymond
Huska will not stand for election to the board of directors and Gordon
Anderson will be nominated for election to the board at the upcoming
shareholders meeting of Cheq-It. Mr. Anderson has been a director a various
Exchange listed companies and has been employed with London Life in a variety
of management positions for over thirty years.
    It is anticipated that upon completion of the Transactions the board of
directors will, subject to shareholder approval, be comprised of: David Mears,
Robert Wilson, Robert Krpan, John MacMillan and Gordon Anderson.

    Non-Arm's Length Relationship

    The Platform Transaction will not be at arm's length to the Corporation. 
David Mears controls Platform, is currently a director of Cheq-It and will
become an indirect control person of Cheq-It (as defined by securities
legislation) as a result of the Platform Transaction as Chinook, which he
controls, will acquire over 20% of the issued and outstanding Common Shares.

    Approvals and Conditions

    The Transactions are both subject to the standard pre-closing conditions,
including; satisfactory due diligence, the approval of the Exchange,
satisfactory asset valuation and shareholder approval.

    New Management Upon Completion of the Transaction

    Upon completion of the Transactions, the management of Cheq-It will be
David Mears, Chairman, W. Glenn Hamilton, Chief Financial Officer and Robert
Wilson, President and Chief Executive Officer. Raymond Huska will resign as an
officer of Cheq-It but will serve as President of Cheq-It Solutions Inc., the
subsidiary of Cheq-It which will operate the Cheque Business.

    Sponsorship

    Cheq-It intends to make application for an exemption from the Exchange's
sponsorship requirements but there is no assurance that such exemption will be
granted.

    Cautionary Statements

    Completion of the Transactions is subject to a number of conditions,
including but not limited to, Exchange acceptance and shareholder approval. 
There can be no assurance that the Transactions will be completed as proposed,
or at all.
    Investors are cautioned that, except as disclosed in the Management
Information Circular to be prepared in connection with the Transactions, any
information released or received with respect to the Transactions may not be
accurate or complete and should not be relied upon. Trading in the securities
of Cheq-It should be considered highly speculative.
    The Exchange has in no way passed upon the merits of the Transactions and
has neither approved nor disapproved the contents of this press release.
    The Common Shares will remain halted from trading on the Exchange until
all required documents have been provided to the Exchange.

    The Exchange has in no way passed upon the merits of the Transactions and
    has neither approved nor disapproved the contents of this press release.

    The Exchange has not reviewed and does not accept responsibility for the
    adequacy and accuracy of this information.

    %SEDAR: 00019794E




For further information:

For further information: Glenn Hamilton, CFO, (403) 241-2607

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CHEQ-IT LTD.

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