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PsiNaptic Inc. announces proposed acquisition of Innovative Products for Life Inc.

Wed Aug 15, 7:32 PM
TSXV: PST

CALGARY, Aug. 15 /CNW/ - PsiNaptic Inc. ("PsiNaptic" or the "Corporation") is pleased to announce that it agreed, on Friday July 13, 2007, to acquire all of the issued and outstanding shares of Innovative Products for Life Inc. ("IPL") (the "Transaction"). The Transaction, which is an arm's length transaction, is subject to certain conditions, including completion of a private placement financing of at least $2,500,000 at a price of $0.05 per PsiNaptic share (the "Financing"), receipt of shareholder and regulatory approval and other standard industry conditions. It is likely that the Financing will be brokered through an investment dealer. Further information in this regard will be forthcoming in a future press release. The resulting issuer will use the proceeds of the Financing for marketing, commercialization of its products and working capital.

PsiNaptic will issue an aggregate of approximately 102,434,713 shares, at a deemed price of $0.05 per share, for an acquisition price of approximately $5,121,735, in exchange for all of the issued and outstanding IPL shares. The Transaction will constitute a "reverse take-over" of PsiNaptic under applicable policies of the TSX Venture Exchange (the "Exchange") as PsiNaptic's existing shareholders will retain 27% of the outstanding shares of PsiNaptic prior to the Financing, with IPL's shareholders holding the remaining 73%. It is anticipated that the outstanding shares of PsiNaptic and all shares issued pursuant to the Transaction and the Financing will be subsequently consolidated on a 5 to 1 basis.

IPL was incorporated under the Business Corporations Act (Alberta) in February of 2005 and its largest shareholder is Dr. Hatim Zaghloul of Calgary, Alberta. IPL's business consists of selling and marketing products based on novel technologies which it develops or acquires. Many inventors fail to bring their invention to market because they either do not have the necessary skills to do so or are unable to continue financing their product development or marketing. IPL seeks to fill that gap by providing the knowledge and skills of its management team to complete the product development, then to market and sell the product. IPL focuses on novel, yet simple ideas that can be developed on an aggressive timeline by relatively small teams of engineers, marketers and sales people. IPL also leverages its management team's expertise in outsourcing to low cost manufacturing countries to ensure that the best quality and cost structure is achieved.

As at the fiscal year ended February 28, 2007, IPL had the following financial history:

    Innovative Products for Life Inc.
    Balance Sheet
    (unaudited - prepared by management)
    -------------------------------------------------------------------------
                                                       2007          2006

    Total Current Assets                            $   17,074    $  131,613
    Total Assets                                    $   33,624    $  150,887
    Total Current Liabilities                       $    3,585    $   76,246
    Total Liabilities                               $  697,832    $  558,581
    Total Equity                                    $ (664,208)   $ (407,694)
    -------------------------------------------------------------------------

    Income Statement
    For the fiscal year ended February 28, 2007
    (Unaudited - prepared by management)
    -------------------------------------------------------------------------
                                                       2007          2006

    Revenue
      Goods and services                            $  118,059    $   30,874
    Cost of goods sold
      Purchases and materials                       $   30,136    $  106,156
    Gross Profit                                    $   87,923    $  (75,282)

    Operating expenses                              $  344,437    $  397,413

    Net loss for the period                         $ (256,514)   $ (472,695)
    Deficit, beginning of period                    $ (472,695)   $        -
    Deficit, end of period                          $ (729,209)   $ (472,695)
    -------------------------------------------------------------------------

After completion of the Transaction, the resulting company will continue as an industrial issuer and its business will be the selling and marketing of products based on novel technologies developed or acquired by PsiNaptic. The targeted technologies would be in the high tech and consumer fields. IPL has not yet completed the commercialization of any of its products, however, one example of a product that the resulting issuer intends to develop, is the commercialization of a novel product developed by IPL which removes the excess oil from fried food, reducing the fat and calorie content. The innovative software previously built by PsiNaptic would continue to be marketed and sold aggressively.

IPL's board consists of Dr. Hatim Zaghloul (Chairman and CEO), Mr. William Jenkins, Mr. Charles Hotzel, Dr. Robert Schulz and Dr. Sayed-Amr El-Hamamsy (COO and VP of Engineering).

Upon successful completion of the Transaction, the majority of the current board members of PsiNaptic will be replaced by the current board members of IPL. One of the existing directors of PsiNaptic will remain on the board of the resulting issuer. It is the parties' intention that Mr. Aaron Dagan will continue his activities in marketing and selling PsiNaptic's current innovative software (JMatos, CMatos and JCopia) as General Manager of that division. Mr. Greg Masuda will continue in his role as General Manager of the IPL division and will complete the development and commercialization of IPL's products.

The following is a summary of the qualifications and experience of the directors from IPL who are proposed directors and officers of the resulting issuer.

Dr. Hatim Zaghloul, Chairman of the Board
Calgary, Alberta

Dr. Hatim Zaghloul is currently the Chairman of Solutrea Inc. and the Chairman and CEO of Powerstar International Inc. (TSXV: PWS.V) ("Powerstar"). He co-founded Wi-LAN Inc. (TSX: WIN.TO) and Cell-Loc Inc. (TSV: LTI). Dr. Zaghloul co-invented wideband orthogonal frequency division multiplexing (WOFDM) and multicode direct sequence spread spectrum (MCDSSS). WOFDM is now the foundation of most high speed wireless communications standards including WiFi, and WiMAX. MCDSSS is the distinguishing part of CDMAOne, CDMA2000 and WCDMA. Dr. Zaghloul is the first inductee to the Broadband Wireless Hall of Fame. He is currently the Chairman of the Board of Wi-LAN Inc., and the CEO and Chairman of IPL.

Dr. Zaghloul holds a B.Sc. in Electrical Engineering from Cairo University as well as an M.Sc. and a Ph.D in Physics from the University of Calgary.

Dr. Sayed-Amr El-Hamamsy - President, Chief Executive Officer and Director
Calgary, Alberta

Dr. Sayed-Amr El-Hamamsy is currently the COO and VP of Engineering of IPL. Previously Dr. El-Hamamsy was a Director, President and CEO of Wi-LAN Inc. He has worked in several positions with GE Corporate Research and Development from 1986-2001. Dr. El-Hamamsy has several publications and has received more than 40 US Patents.

Dr. El-Hamamsy received his B.Sc. in Electrical Engineering from Cairo University in 1979 and his M.Sc. and Ph.D. in Electrical Engineering from the California Institute of Technology in 1982 and 1986 respectively.

Patrick Delisle - Chief Financial Officer
Calgary, Alberta

Mr. Patrick Delisle is currently the Chief Financial Officer of Powerstar. He is a Chartered Accountant and a member of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of Alberta. Mr. Delisle articled with Collins Barrow Calgary LLP and prior to joining Powerstar was part of the Canadian corporate income tax practice of PricewaterhouseCoopers LLP in Calgary.

Mr. Delisle holds a Bachelor of Commerce (Distinction) from the University of Calgary and a Master's Professional Accounting degree from the University of Saskatchewan.

William Jenkins - Director
Calgary, Alberta

Mr. Jenkins is a partner with the national law firm of Fraser Milner Casgrain LLP and the current national co-chairman of its Mergers & Acquisitions Group and serves on its National Partnership Board. He has advised corporations, investment dealers and banks with respect to a variety of transactions including public securities offerings, the structuring and implementation of equity and debt financings, mergers and acquisitions, other corporate finance transactions and joint ventures. Mr. Jenkins is a member of the board of directors of the Canadian Association of Income Funds and a frequent contributor to seminars on corporate finance topics.

Mr. Jenkins holds a B.A. (Economics) and an LL.B from the University of Western Ontario.

Dr. Robert Schulz - Director
Calgary, Alberta

Dr. Schulz is a Professor of Strategic Management with the Haskayne School of Business at the University of Calgary, where he has taught since 1973. His practical approach has resulted in 20 awards for outstanding teaching, including "top 10" in Canada among 39,000 professors. Dr. Schulz was the first recipient of the Order of the University of Calgary for his service to others. Among his four degrees are an engineering degree from Notre Dame and a Ph.D. in Business from Ohio State. Dr. Schulz has served on many public and private boards, including many years with Wi-LAN Inc. As a consultant, Dr. Schulz has facilitated the strategic planning for numerous public and private companies and animated more than 1,300 workshops and presentations. He is the co-author of the book "Corporate Integrity: A Toolkit for Managing Beyond Compliance" (Wiley, 2005).

Dr. Schulz holds a B.A. from St. Vincent College, a B.S.M.E. from the University of Notre Dame, a M.B.A. from the University of Pittsburgh and a Ph.D. from the Ohio State University.

Charles Hotzel - Director
Calgary, Alberta

Mr. Hotzel was called to the Alberta Bar in 1981 and since 1984 has practiced law in Calgary with the law firm Charles Hotzel and Associates (formerly Kutz Hotzel). He has served on the Boards of Directors and Audit Committees of a number of public companies including Wi-LAN Inc. and Cell-Loc Location Technologies Inc.

Mr. Hotzel holds a Bachelors degree from Carleton University and Masters degree in Geotechnical Science from Carleton University as well as a law degree from the University of Calgary.

Completion of the Transaction and the Financing is subject to a number of conditions, including, among other things, TSXV acceptance, sponsorship and disinterested shareholder approval of the Transaction. The Corporation is currently in discussions to select an investment dealer to provide sponsorship for the Transaction. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction or the Financing 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 Transaction, any information released or received with respect to the reverse take-over may not be accurate or complete and should not be relied upon. Trading in the securities of PsiNaptic should be considered highly speculative.

Trading in the common shares of the Corporation will remain halted until all requisite documents have been received by the TSX Venture Exchange.

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

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