Interactive Capital Partners Corporation announces qualifying transaction


    OTTAWA, May 13 /CNW Telbec/ - Interactive Capital Partners Corporation
("ICPC" or the "Company") (TSX-V:HFM.P), a capital pool company under Policy
2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that
it has entered into a letter of intent effective May 7, 2009 (the "Agreement")
with Homehelp net. Inc. ("Homehelp"), a private Ontario company, under which
ICPC proposes to acquire all the issued and outstanding voting shares of
Homehelp (the "Homehelp Shares"), and combining therewith (the "Transaction"),
such Transaction intended to constitute the Company's "Qualifying Transaction"
as such term is defined in the Exchange's Policy 2.4. The Transaction was
previously disclosed as a potential Qualifying Transaction in ICPC's initial
public offering prospectus dated February 20, 2009.

    About the Transaction

    Pursuant to the Transaction, ICPC shall acquire all of the issued and
outstanding Homehelp Shares in exchange for ICPC common shares (the "ICPC
Shares"), either through a share exchange, three corner amalgamation or such
other corporate reorganization that results in the acquisition of Homehelp by
ICPC. Under the proposed terms of the Transaction, ICPC will issue to the
shareholders of Homehelp 1.2 ICPC Shares for each one (1) Homehelp Share,
based on the deemed price of $0.20 per ICPC Share.
    The Exchange may consider the Transaction to be a "Non-Arm's Length
Qualifying Transaction" under Exchange Policy 2.4 as Domenico Licandro, a
director of ICPC, and Mark Maheu, President, CEO, CFO and a director of ICPC,
are also, directly or indirectly, officers, directors and/or shareholders of
Homehelp, in that (i) Mr. Licandro is also the President, Chief Executive
Officer and Chief Operating Officer of Homehelp, and holds 2 million
(approximately 19.5%) of the 10,249,000 currently outstanding Homehelp Shares,
and (ii) 101 Interactive Inc. (a private company wholly owned and controlled
by Mr. Maheu and his spouse), holds 2 million (approximately 19.5%) of the
10,249,000 currently outstanding Homehelp Shares.
    A definitive agreement for the Transaction is anticipated to be executed
on or about May 30, 2009, subject to completion of due diligence by each of
ICPC and Homehelp, there being no material adverse change in the business or
financial condition of Homehelp since the date of its last audited financial
statements through to the completion of the Transaction, approval of
Transaction by the parties' respective board of directors, and, if required
under applicable corporate law, shareholders' approval. The Transaction is
also subject to Exchange acceptance, which is anticipated to include the
conditions (i) that ICPC complete a private placement concurrent with closing
of the Transaction to raise gross proceeds of not less than $500,000, and (i)
the requirement for approval by the shareholders of ICPC on a "majority of the
minority" basis, if the Exchange considers the Transaction to be a "Non-Arm's
Length Qualifying Transaction" under Exchange Policy 2.4.
    After giving effect to the Transaction, ICPC will carry on the business
of Homehelp under the name "HomeFocus Media Inc." (or such other name as
acceptable to the proper regulatory authorities) and the ICPC Shares are
expected to be listed on the Exchange under a new trading symbol. It is
anticipated that completion of the Transaction will result in the listing of
ICPC as a Tier 2 Technology Issuer on the Exchange.


    Concurrently with the closing of the Transaction, the Company intends to
raise a minimum of $1.2 million and a maximum of $1.5 million in gross
proceeds by way of a brokered private placement (the "Offering") of a minimum
of 6,000,000 ICPC Shares up to a maximum of 7,500,000 ICPC Shares, at an
offering price of $0.20 per share. The proceeds of the Offering, together with
the current cash-on-hand of the Company of approximately $365,000, shall be
applied to sales, marketing, product development, costs related to the
Transaction, general and administrative expenses and general working capital
    Investpro Securities Inc. (the "Agent") has been engaged to act as ICPC's
agent on a commercially reasonable basis in respect of the Offering, and in
consideration for such services, will be paid a commission of 7.5% of the
gross proceeds of the Offering and such number of broker warrants (the "Agent
Warrants") as is equal to 7.5% of the ICPC Shares sold under the Offering.
Each Agent's Warrant entitles the holder to purchase one additional ICPC Share
at a price of $0.20 per share for a period of 24 months from the completion of
the Offering.

    Pro forma Capitalization

    Upon completion of the Transaction and Offering, an aggregate of
25,298,800 ICPC Shares (in the case of the minimum Offering), and up to an
aggregate of 26,798,800 ICPC Shares (in the case of the maximum Offering),
will be issued and outstanding. The following table provides the anticipated
breakdown of the shareholdings of ICPC upon completion of the Transaction and
Offering (assuming current shareholders of ICPC and Homehelp do not subscribe
to the Offering):

    Shareholder Group                    Number of         % of         % of
                                       ICPC Shares  ICPC Shares  ICPC Shares
                                                       (Minimum     (Maximum
                                                       Offering)    Offering)
    ICPC shareholders                    7,000,000         27.7         26.1
    Homehelp shareholders               12,298,800         48.9         45.9
    Subscribers to the Offering
     (minimum)                           6,000,000         23.7          n/a
    Subscribers to the Offering
     (maximum)                           7,500,000          n/a         28.0

    The following table lists those persons who will own or control, directly
and indirectly, more than 10% of the ICPC Shares upon closing of the
Transaction and Offering (assuming none of such persons participate in the

                                                           % of         % of
                                                    ICPC Shares  ICPC Shares
                                         Number of     (Minimum     (Maximum
    Name                               ICPC Shares     Offering)    Offering)
    Atomic Motion Inc. (Dan Cummings)    3,000,000         11.9%        11.2%
    101 Interactive Inc. (Mark Maheu
     and his spouse)                     3,400,000         13.4%        12.7%

    As a condition of the Exchange approving the Transaction, the Exchange
may require that certain shareholders of Homehelp enter into escrow agreements
in respect of the ICPC Shares which they will receive pursuant to the
    ICPC's stock option plan, under which 700,000 options have been granted
to the officers and directors of ICPC, will remain in force.


    Sponsorship of a qualifying transaction of a capital pool company is
required by the Exchange unless exempt in accordance with Exchange policies.
The Company is currently reviewing the requirements for sponsorship and may
apply for an exemption from such requirements. There is no assurance that ICPC
will ultimately obtain an exemption from sponsorship.

    Board of Directors and Executive Officers on Completion of the

    On the closing of the Transaction, the Board of Directors of ICPC will be
comprised of five members - Domenico Licandro, Roy Mlakar, Mark Maheu, Jim
Waters and Leigh Stewart. The executive officers of ICPC are expected to
include Mr. Maheu as President and Chief Executive Officer, Brad Boechler as
Vice-President, Sales, and Chief Financial Officer, and Leigh Stewart as
Corporate Secretary.

    Summary Biographies of the Board of Directors and Executive Officers

    Mark Maheu - President, Chief Executive Officer and Director

    Mr. Maheu has over 29 years in the media business, primarily in the radio
industry, whether as on-air host, program director, music director or general
manager. Mr. Maheu spent 20 years with CHUM Limited ("CHUM"), including as
Vice-President and General Manager of CHUM Radio's Ottawa station group from
June 1992 to February 2004. Mr. Maheu also spent over 3 years as Executive
Vice-President and Chief Operating Officer of Newfoundland Capital Corporation
Limited, a Toronto Stock Exchange ("TSX") listed company, which owns and
operates Newcap Radio, a small and medium market radio broadcaster. Mr.
Maheu's activities in the media industry include serving as an Industry
Adjudicator on the Canadian Broadcast Standards Council (Ontario Region).

    Bradley L. Boechler - Vice-President, Sales, and Chief Financial Officer.

    Mr. Boechler is a 29 year broadcast veteran with experience in all areas
of broadcasting, including serving at various levels of local and national
sales management with Canadian media and broadcasting companies. Mr. Boechler
is presently President of Moodswing Media Inc., a fully integrated
communications and consulting company serving broadcast businesses and
operators. Mr. Boechler was Vice-President of Sales for Newfoundland Capital
Corporation Limited from July 2005 to October 2007. From August 1999 to July
2005, Mr. Boechler was General Sales Manager of CHUM Radio's Ottawa station.
From 1987 to 1999, Mr. Boechler worked in sales management, locally and
nationally, with Rawlco Communications Ltd., at that time a Saskatchewan-based
broadcasting company.

    Roy Mlakar - Director

    Mr. Mlakar has spent over 37 years in the professional sports business,
with over a decade as the current President and Chief Executive Officer of the
Ottawa Senators hockey club. Mr. Mlakar spent seven seasons with the Los
Angeles Kings hockey club, including five as an Executive Vice-President and
two as club President after which, he served as Chief Operating Officer for
the Pittsburgh Penguins hockey club for two seasons before joining the Ottawa
Senators. Over the course of his professional career, Mr. Mlakar has worked
with teams in the American Hockey League, the National Basketball Association
and Major League Baseball. In 1978, Mr. Mlakar won The Hockey News American
Hockey League Publicist of the Year. Five years later, he was awarded the
American Hockey League Board of Governors' Hendy Award as the league's
executive of the year, and was named Ottawa Business Journal's CEO of the Year
for 2008.

    Domenico Licandro - Director

    Since 2003, Mr. Licandro has been employed at the Montreal office of CGI
Group Inc., a TSX and New York Stock Exchange listed information technology
and business process services provider, serving as the Director of Delivery
for all infrastructure technology provided to all of Canada Post and Purolator
sites across Canada. Mr. Licandro is the founder, President, Chief Executive
Officer and Chief Operating Officer of Inc. Prior thereto Mr.
Licandro spend 15 years with Nortel Networks & ST Microelectronics in senior
management positions, gaining extensive experience in hardware/software
technology and services.

    Jim Waters - Director

    Currently retired, Jim Waters is a career broadcaster with over 30 years
of experience in areas as diverse as sales, reporting, programming,
operations, management and ultimately, leadership of CHUM. In 1994, Jim was
named President of CHUM Radio, overseeing CHUM's then 23 radio stations in
Canada. In 2000, Mr. Watters became Executive Vice-President, and a member of
the Executive Management Committee of CHUM, overseeing the day-to-day
operations of CHUM. In November 2002, Mr. Waters moved from these positions to
become Chairman of the Board of CHUM. In October 2006, CHUM was sold to Bell
Globemedia for $1.7 billion. Over the course of his career, Jim Waters has
been active in many industry associations, including the Canadian Association
of Broadcasters and the Radio Marketing Bureau. In March 2001, Mr. Waters was
honoured with the Broadcasting Executive of the Year Award at Canadian Music
Week and, in March 2007, was inducted into the Canadian Music Industry Hall of

    Leigh Stewart - Director and Corporate Secretary

    Mr. Stewart is currently employed at Davis LLP as counsel, previously
employed as an associate lawyer with Gowling Lafleur Henderson LLP from May
2006 to April 2009. From December 2003 to April 2006, Mr. Stewart was a
partner at Robinson Stewart, Barristers & Solicitors, a corporate securities
firm. Mr. Stewart also practiced as an associate lawyer at a corporate
securities law firm from 1993 to 2000, and as a sole practitioner from 2000 to
2002. In 2002 to the spring of 2003, Mr. Stewart was seconded to a law firm in
Kuwait City providing advice in connection with industrial construction
projects and general international business matters. Mr. Stewart serves as an
executive officers and on the board of directors of several Exchange listed

    About Homehelp

    Homehelp, formed under the laws of the Province of Ontario, is a private
company based in Ottawa, Ontario. The largest shareholder of Homehelp is
Atomic Motion Inc., an Ottawa-based private web development company
specializing in web design and application development, wholly owned and
controlled by Dan Cummins. Atomic Motion Inc. holds 2.5 million (approximately
24.4%) of the 10,249,000 outstanding Homehelp Shares. Homehelp is not a
reporting issuer in any jurisdiction.
    The vendors of the Homehelp Shares in respect of the Transaction will be
the 26 shareholders of Homehelp holding in aggregate 100% of the Homehelp
Shares. Other than Atomic Motion Inc. (owned and controlled by Dan Cummins),
Domenico Licandro and 101 Interactive Inc. (owned and controlled by Mark Maheu
and his spouse), there are no holders of more than 10% of the Homehelp Shares.
    Upon completion of the Transaction, the following persons shall
constitute insiders of the ICPC in accordance with the Exchange Policy 2.4:
Mark Maheu, who shall be President, CEO and a director; Domenico Licandro, who
shall be a director; Brad Boechler who shall be Vice-President, Sales, and
CFO; Roy Mlakar, who shall be a director; James Waters, who shall be a
director; and Leigh Stewart, who shall be Corporate Secretary and a director.
In addition, depending upon the number of ICPC Shares issued on the Offering,
Atomic Motion Inc., a company wholly owned and controlled by Dan Cummins, will
be considered an insider of the resulting issuer by virtue of holding more
than 10% of the ICPC Shares upon closing of the Transaction and the Offering.
    In operation since 2003, Homehelp maintains a community website that
provides extensive on-line resources for home improvement, residential real
estate, interior decorating and landscaping, to the Canadian marketplace.
Homehelp provides a web based platform for home owners contemplating home
improvement projects to (i) connect with home improvement vendors, tradesmen,
contractors and related service providers, (ii) interface through a message
board with other home owners and home renovation experts for tips and advice,
and (iii) research on-line resource materials in respect of various home
improvement projects. Targeting both large and small business sectors of the
home improvement industry, Homehelp provides a cost effective method for such
businesses to focus their advertising and promotion of goods and services to
their target market. Although advertising in traditional media, such as
newspapers, magazines, radio and TV will continue to dominate the marketing
industry, new media advertising is expected to continue gaining in market
shares as advertisers invest in on-line, mobile and social media.
    The following is a summary of certain financial information derived from
management prepared unaudited financial information of Homehelp for the year
ended December 31, 2008. Readers are cautioned that this draft financial
information has been provided to ICPC by management of Homehelp and there is
no assurance that this financial information is accurate prior to the
completion of an independent audit.

    ------------------------------------ ------------------------------------
                                 As at                    For the year ended
                           December 31,                          December 31,
                                  2008                                  2008
    Balance Sheet           (unaudited)  Income Statement         (unaudited)
    ------------------------------------ ------------------------------------
                                     $                                     $
      Current assets            41,133   Total income                230,657
      Fixed and other
       assets                    9,249
      Total assets              50,383   Total expenses              299,716
      Current liabilities        8,454   Net income (loss)           (69,059)
      Long term
       liabilities              16,625
      Total liabilities         25,079
    Shareholders' equity
      Share capital          1,140,447
      Retained earnings     (1,046,084)
      Net income (loss)        (69,059)
      Total equity              25,303

    All information provided in this news release related to Homehelp has
been provided by management of Homehelp and has not been independently
verified by management of ICPC.

    Completion of the Transaction is be subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange Requirements (as such term is defined under the Exchange
policies), 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 or filing statement 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 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.

    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. The Company 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 Company. Additional information identifying
risks and uncertainties is contained in the Company's filings with the
Canadian securities regulators, which filings are available at
    %SEDAR: 00028099E

For further information:

For further information: regarding this news release, contact: Mark
Maheu, President and Chief Executive Officer of Interactive Capital Partners
Corporation, (613) 794-6963, fax: (613) 834-6514,

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