2014

On4 - NetCents share exchange summary and update

VANCOUVER, Nov. 26, 2012 /PRNewswire/ - On4 Communications, Inc. ("On4") (OTCQB: ONCI) would like to update the shareholders of On4 and NetCents Systems Ltd. ("NetCents") on the Share Exchange Agreement previously signed between the two companies.

To date the following events have transpired:

On November 9, 2011, a Binding Letter of Intent ("LOI") was signed between On4 and NetCents.  The purpose of the LOI was to set the groundwork for a share exchange whereby On4 would acquire all the outstanding shares of NetCents.  Shortly after the LOI was signed, NetCents appointed a new management team for On4.

On December 15, 2011, On4 entered into a definitive Share Exchange Agreement to acquire 100% of the issued and outstanding shares of NetCents.  The Agreement obligates both companies to complete the share exchange transaction, subject to certain conditions, with the result being that NetCents will become a wholly owned subsidiary of On4 at the closing of a formal agreement.

On August 28, 2012, in anticipation of the closing of the Share Exchange Agreement, On4 and NetCents combined head offices to improve efficiency and cut costs.  The head offices for both companies are now located at 1188 West Pender Street, Vancouver, British Columbia, Canada.

On September 4, 2012, On4 and NetCents completed their pre-condition due diligence and agreed to moving forward with the closing of the previously signed Share Exchange Agreement.

The management teams of On4 and NetCents are continuing to work diligently to close the transaction in as timely a manner as possible.  "The entire process has certainly taken longer the we anticipated," stated Clayton Moore, President & CEO of On4. "The amount of auditing and legal work was much more than we expected but we are now very close to the end and are looking forward to completing the transaction" Mr. Moore continued.  It is anticipated that the transaction will close before the end of 2012.

About On4
On4 Communications, Inc. is a development stage company focused on wireless and online payment technologies. On4 is actively looking for acquisitions and merger opportunities within these industries. On4 has identified NetCents Systems Ltd., (www.net-cents.com), a technology company that is on the verge of establishing itself as a global contender in the online payment industry. On4 has a signed agreement in place with NetCents and will be facilitating the global rollout of the NetCents platform. On December 15, 2011 On4 entered into a definitive Share Exchange Agreement with NetCents Systems Ltd. ("NetCents") where at closing On4 will acquire 100% of the issued and outstanding shares of NetCents and NetCents will become a wholly owned subsidiary of On4. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, Development Stage Entities, and has not yet generated significant revenues from their intended business activities.

About NetCents
NetCents is an integrated, international financial transaction hub that delivers a 100% secure, self-administered and anonymous payment system developed for the purpose of making safe online purchases and money transfers.

The NetCents technology is simple, innovative and works in harmony with existing banking platforms. Triggered by a valid email address, it provides a real-time, two-way flow of funds over the web while protecting users from identity theft or credit card fraud and can significantly reduce transaction costs for Merchants and consumers.

NetCents provides the merchant with the means to connect with all consumers whether or not they hold direct access to a credit card.  This payment option for consumers and merchants provides peace-of-mind with no fear of identity theft or credit card fraud.

Forward-Looking Statements
Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements.  Actual results may differ materially from those described in forward-looking statements and are subject to risks and uncertainties.  See ON4's filings with the United States Securities and Exchange Commission which may identify specific factors that may cause actual results or events to differ materially from those described in the forward-looking statements.

SOURCE On4 Communications, Inc.



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