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Friday
Nov202009

MOST HOME CORP ANNOUNCED LETTER OF INTENT TO SELL ITS KURIO® MOBILE REAL ESTATE OPERATIONS FOR CASH AND SHARES

VANCOUVER, British Columbia, November 19, 2009 – Most Home Corp. (OTCBB: MHME), today announced it has entered into a non-binding letter of intent (“LOI”) with Yaletown Capital Corp. (“Yaletown”), an Alberta corporation, the common shares of which are listed for trading on the TSX Venture Exchange (The “Exchange”) as a capital pool corporation, which sets out the general terms and conditions of the proposed acquisition by Yaletown of 100% of the assets, intellectual property, trade secrets, key employees, contracts in place, contracts pending or under discussion with unrelated potential customers, business receivables and physical assets owned or used on a regular basis in relation to the Wireless Platform, subject to an independent appraisal to confirm the value of the assets, (collectively, “Kurio®” the acquisition of which are referred to as the “Acquisition”) from Most Home or its subsidiaries or business groups.  Upon completion of the Acquisition, Yaletown shall directly or indirectly own a 100% interest in and title to Kurio® subject to any explicitly agreed encumbrances.  Yaletown, as part of the Acquisition, will apply for full listing of the common shares of the Resulting Issuer on the Exchange (the “Listing”), concurrently with the completion of the Acquisition.  Together the Acquisition and the Listing are collectively referred to as the “Qualifying Transaction”. Upon completion of the proposed transaction, Most Home Corp. will hold 50.3% of the common voting shares of Yaletown Capital Corp. through its wholly owned subsidiary, Most Home Real Estate Services Inc.

 

Ken Galpin, CEO and director of Most Home, stated that, “We are very pleased to enter into this transaction with Yaletown Capital Corp. Our Kurio® business has made good progress over the past two years but the current market dynamics demand that we invest further in its growth for the benefit of our stakeholders. By selling the operating assets of Kurio® to Yaletown, we will have access to the capital needed to reach our growth objectives and continue to forge a dominant market position. As a major shareholder in Yaletown, through its wholly owned subsidiary, Most Home Real Estate Services Inc., Most Home Corp. and its shareholders will be positioned to reap the benefit of Kurio’s® growth in the years ahead.” He went on to say, “This transaction represents an immediate improvement to the balance sheet of Most Home Corp. and is a significant step forward in our efforts to refocus the company’s operations. The shares of Yaletown to be issued to Most Home under the Acquisition will be held in escrow subject to release in stages over 36 months, as required by the policies of the Exchange, however, it is our intent moving forward to sell some of the shares received in the transaction, on an orderly basis, to pay off debt while seeking to maximize the remaining value for our shareholders. We are delighted to be working with the principals of Yaletown and look forward to a mutually rewarding future.”

 

Brian Causey, the CFO and a director of Yaletown, stated that “We are pleased to be proceeding with the proposed Acquisition and the commencement of our due diligence review of Kurio. Based upon the limited information that we have reviewed to date, Kurio appears to be a promising business and the transaction, if completed, will be a positive development for Yaletown.”

As consideration for the acquisition of Assets, Yaletown has agreed to pay Most Home aggregate consideration of $1,982,000 as follows:

(a)                $180,000 in cash (“Cash Consideration”);

(b)               8,100,000 common shares of the Company  at a deemed price of $0.22 per common share (the “Share Consideration”),

Upon signing of the LOI, Yaletown advanced to Most Home $20,000 as a refundable deposit (the “Deposit”) to be applied against the Cash Consideration upon the completion of due diligence with respect to the Assets to Yaletown’s satisfaction. The Deposit is evidenced by a promissory note bearing interest at 8% per annum calculated monthly, not in advance.

In addition to the Share Consideration, Yaletown has agreed to issue to Most Home the following additional common shares should the acquisition of the Assets result in the following performance milestones:

Milestone Event

Additional Common Shares

Within 30 days of the first calendar quarter in which net income after taxes exceeds $100,000

275,000 common shares

Within 60 days of the first twelve month period in which net income after taxes exceeds $850,000

250,000 common shares

Within 60 days of the first twelve month period in which net income after taxes exceeds $3,500,000

225,000 common shares

Within 60 days of the first twelve month period in which net income after taxes exceeds $5,000,000

225,000 common shares

 

Upon completion of the Transaction, funding for the operation and further development of the Assets will be provided by Yaletown’s existing working capital ($695,000 as of October 31, 2009, and before payment of the Deposit). In addition, the Company will use its commercially reasonable efforts to obtain private placement financing in the amount of $250,000, which financing is a condition to, and shall close concurrently with, 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 December 31, 2009, or such other date as the parties may agree.  Completion of the Transaction is subject to the following conditions precedent:

(a)                completion of due diligence by Yaletown with respect to the Assets;

(b)               completion of definitive Transaction documents, including but not limited to:

                                                   (i)               a definitive agreement formalizing the terms of the LOI;

                                                 (ii)               a satisfactory business plan with respect to the Assets;

                                               (iii)               a satisfactory valuation report with respect to the Assets; and

                                               (iv)               audited segmented financial statements with respect to the Assets;

(c)                receipt of shareholder approval of Yaletown and / or Most Home, if required; and

(d)               acceptance by the Exchange.

Further key provisions of the LOI include:

(e)                the reconstitution of the board of directors of Yaletown upon completion of the Transaction to consist of Larry Whitehead, Brian Causey, Mark Weisbrod, July Brooks and Kenneth Galpin;

(f)                the appointment of the following individuals as officers of Yaletown: Larry Whitehead as President, Brian Causey as Chief Financial Officer and Jim Secord as Vice-President and Chief Operating Officer;

(g)                the grant of 150,000 stock options to Kenneth Galpin; and

(h)               the payment of $30,000 by Yaletown to Most Home as compensation for rent forgone as a result of Yaletown’s acquisition of the Assets.

Sponsorship of the Qualifying Transaction of a capital pool company (“CPC”) is generally required by the Exchange, unless exempted in accordance with Exchange policies. Yaletown 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 CAPITAL CORP.

 

Yaletown Capital Corp. is a CPC within the meaning of the policies of the Toronto Stock Exchange.  Yaletown commenced operations when it completed its initial public offering; however, it presently has no assets other than cash.  Since the date of listing of Yaletown’s shares on the Exchange, Yaletown 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 Yaletown on the Exchange is currently halted.

Further information regarding the Assets 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.

For further information, please contact Brian Causey, Chief Financial Officer, at:

YALETOWN CAPITAL CORP.
1100 – 840 Howe Street
Vancouver, BC  V6Z 2M1

Brian F. Causey, CFO and Director
Telephone:  604-684-6365


ABOUT MOST HOME CORP.

Most Home Corp. is a Nevada corporation whose shares are quoted on the OTC Bulletin Board in the United States. The principal offices of Most Home are located at 1-11491 Kingston St., Maple Ridge, British Columbia, V2X 0Y6. Principal shareholders of Most Home include Alexander Hutton Venture Partners, L.P., a Delaware limited partnership which holds a 21.7% interest in Most Home and Andrew Hoff of Millwaukee, WI who holds an 18.41% interest in Most Home.

 

Most Home Corp, through its wholly owned subsidiary, Most Home Real Estate Services Inc. provides leading real estate and mortgage organizations with online customer service solutions that enable more extensive and profitable business relationships between real estate and lending professionals and their clients. Since 2001, Most Home has processed more than 3,000,000 Web, LiveChat, and toll-free phone inquiries. The company works on behalf of its clients to identify more buyer and seller prospects, enhance the consumer experience with their brand, and maximize their online marketing investment. 

 

 

Contact:

Most Home Corp.
Ken Galpin, CEO
Telephone: 604-460-2500
Direct: 604-460-2504
Email: ken.galpin@mosthome.com

 

To the extent that statements made hereof are not strictly historical, including statements as to revenue projections, business strategy, outlook, objectives, future milestones, plans, intentions, goals, future financial conditions, future agreements, the success of the Company's development, events conditioned on stockholder or other approval, or otherwise as to future events, such statements are forward-looking. All forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements made in this press release are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made. Other important factors that could cause actual results to differ materially include the following: business conditions and the amount of growth in the Company's industry and general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and the risk factors set forth from time to time in the Company's SEC reports, including but not limited to its annual report on Form 10-KSB; its quarterly reports on Forms 10-QSB; and any reports on Form 8-K. In addition, the company disclaims any obligation to update or correct any forward-looking statements to reflect events or circumstances after the date hereof.