Yaletown Capital Corp.

TSX VENTURE: YCC.P
Jan 14, 2009 15:14 ET

Yaletown Capital Corp. Announces Agreement for Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 14, 2009) - Yaletown Capital Corp. (the "Company" or "Yaletown") (TSX VENTURE:YCC.P) is pleased to announce that it has entered into a letter of intent dated December 31, 2008 ("LOI") with Vericom Global Pvt. Ltd., a corporation under the laws of India ("Vericom") and the shareholders of Vericom (the "Vericom Shareholders"). Under the terms of the LOI, the Company has agreed to acquire from the Vericom Shareholders all of the issued and outstanding securities of Vericom (the "Transaction"). The principal asset of Vericom consists of a written agreement with six (6) Mumbai, India-based independent cable television service providers Eye Vision, Salima Enterprise, Perfect Vision, My Cable Vision, Speed Star and Skytel Network referred to as (the "Opcos"), whereby, prior to completion of the Transaction, Vericom and the Opcos have agreed that Vericom will acquire 100% of the assets of the Opcos (the "Opcos' Assets") for securities of Vericom.

Upon closing of the Transaction, the Company will focus on the ongoing integration and existing cable operations of the Opcos' distribution businesses in Mumbai, as well as on an expansion of the Opcos' cable television business throughout selected cities in India (the "Business"). It is intended that the Transaction will be the Company's Qualifying Transaction in accordance with the policies of the TSX Venture Exchange (the "Exchange"). The Transaction is not a "Non-Arm's Length Qualifying Transaction". Accordingly, it is anticipated the approval of the shareholders of the Company will not be required.

As consideration for the acquisition of the securities of Vericom, the Company has agreed to issue 12,000,000 common shares to the Vericom Shareholders at a deemed price of $1.70 per common share for aggregate consideration of $20,400,000. In addition, Richard Evans, or a nominee thereof, will be entitled to receive a finder's fee of $1,000,000 payable by the issuance of 600,000 common shares of the Company upon completion of the Transaction.

Upon completion of the Transaction, funding for the operation and further development of the Business will be provided by the Company's existing working capital ($785,771 as of October 31, 2008) and Vericom's existing working capital (approximately $300,000). In addition, the Company will use its commercially reasonable efforts to obtain private placement financing for up to $20,000,000, which financing is not a condition to the completion of the Transaction. The terms of the financing have not been finalized and will be disclosed in due course.

Closing of the Transaction will take place on or before April 30, 2009. Completion of the Transaction is subject to the following conditions precedent:

(a) completion of due diligence by the Company;

(b) completion of acquisition of the Opcos' Assets by Vericom;

(c) completion of definitive Transaction documents;

(d) receipt of shareholder approval of the Company, if required; and

(e) acceptance by the Exchange.

Further key provisions of the LOI include:

(a) the Transaction will be supported by valuation work by an independent business valuator, if required;

(b) subsequent to completion of the Transaction, the Company will change its name to Vericom Global, Inc.;

(c) the reconstitution of the board of directors of the Company upon completion of the Transaction to consist of Larry Whitehead, Brian Causey, Abu Ansari and Richard Evans;

(d) the appointment of the following individuals as officers of the Company: Larry Whitehead as President, Brian Causey as Chief Financial Officer, Abu Ansari as Chief Executive Officer and Richard Evans as Vice-President of Corporate Finance;

(e) the cancellation of all outstanding stock options of the Company; and

(f) the acceptance by the Company of the number and pricing, of all outstanding warrants of the Company.

Sponsorship of the Qualifying Transaction of a capital pool company ("CPC") is generally required by the Exchange, unless exempted in accordance with Exchange policies. The Company is currently reviewing Exchange requirements for sponsorship and intends to comply with all applicable policies; however a sponsor has not yet been engaged.

ABOUT YALETOWN

The Company is a CPC within the meaning of the policies of Exchange. The Company commenced operations when it completed its initial public offering; however, it presently has no assets other than cash. Since the date of listing of the Company's shares on the Exchange, the Company has identified and evaluated several businesses and assets with a view to completing a "Qualifying Transaction" under the Exchange's CPC policies. Trading of the shares of the Company on the Exchange is currently halted. Further information regarding Vericom, the Opcos, the Business and the terms of the Transaction are required to be disclosed in a subsequent news release. Such news release will be issued in due course.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the Exchange requirements, a 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 Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

For more information, please contact

Yaletown Capital Corp.
Larry Whitehead
Chief Executive Officer
(604) 220-7696