Montreux Capital Corp. Proposed Acquisition of Kowops eCommunity Solutions Phils and Certain Assets of Kowops eCommunity Solu...

Montreux Capital Corp. (TSX VENTURE:MRX.H) (the "Company") reports that it has
negotiated the general terms of a purchase letter agreement (the "Agreement")
dated April 26, 2012, to acquire certain assets of Kowops eCommunity Solutions
Inc. ("Kowops") and to own not less than 97.33% of the issued and outstanding
shares of Kowops eCommunity Solutions Phils Inc. (Kowops Phils) of the
Philippines by the Company subscribing for new shares in Kowops Phils
(collectively the "Proposed Transaction"). Pursuant to the policies of the TSX
Venture Exchange (the "Exchange"), trading in the Company's shares has been
halted pending this announcement. The Proposed Transaction is intended to be the
Company's Qualifying Transaction ("QT") under Exchange Policy 2.4. 


Kowops is a private British Columbia banking software company with proprietary
banking solutions for use in emerging markets. Kowops Phils is a private
Philippine banking software service company that has in place numerous
contractual relationships with local financial institutions currently using the
proprietary software of Kowops.


The Proposed Transaction

It is intended that the Company will acquire from Kowops certain proprietary
banking software technology, including sources codes and executable programs for
money remittances and for a cooperative bank accounting system known as
Integrated Credit Union Resources Management (collectively the "Software"). The
Company will also subscribe for sufficient shares in Kowops Phils to own not
less than 97.33% of all of the issued and outstanding shares of Kowops Phils
(the "Interest"). 


To acquire the Software and Interest, the Company will be issuing to Kowops
common shares in its capital stock (the "Payment Shares") and pay a subscription
fee (the "Subscription Payment") to Kowops Phils, respectively. The exact number
of Payment Shares to be issued by the Company and the amount of the Subscription
Payment will be determined once due diligence has been concluded.


Certain of the Payment Shares may be subject to escrow requirements and all will
be subject to a four (4) month hold period imposed by the Securities Act
(British Columbia).


In addition it is anticipated that prior to the closing of the Proposed
Transaction (the "Closing"), the Company will complete a private placement (the
"Private Placement") of its securities for an amount and on terms mutually
acceptable to Kowops and the Company. All securities issued by the Company
pursuant to the Private Placement, will be subject to a four (4) month hold
period imposed by the Securities Act (British Columbia). The Company reserves
the right to pay finder`s fees in cash and/or securities of the Company to
qualified arm's length parties in connection with the Private Placement. 


The Agreement was negotiated at arm's length.

About Kowops and Kowops Phils

Kowops is a private, British Columbia bank software company which has been in
business since 2009. Kowops has two (2) shareholders with holdings in excess of
10% of its total issued and outstanding share capital, those being Edgar Quinto
(19.8%) and Romeo V. Villaneva (11.2%).


The Software enables individuals, micro, small and medium-sized enterprises and
customers of alternative finance institutions ("AFIs") in emerging markets to be
served with cost-effective e-commerce and electronic financial services. The
Software will be distributed to the AFIs in developing countries under a free
licensing agreement which then serves as a platform for revenue generation in
the services it enables.


The current market for Kowops' Software is the Philippines where Kowops Phils
has operations, software licensing agreements with more than 100 credit
cooperatives and relationships with many others.


Kowops Phils, installs and services Kowop's Software to local credit
cooperatives in the Philippines for a nominal monthly maintenance fee. The
Software will support mobile payments (SMS text message payments), as well as
money remittances and certain on line banking functions. Once development is
completed, the mobile payment platform will allow for goods and services to be
paid for via SMS text messages from a cell phone.


AFIs are alternative financial institutions including Credit Cooperatives
(Credit Unions), and member-owned financial institutions that provide
traditional banking, funds transfer and payment services that are not available
in large, remote communities not served by commercial banks. The AFIs in the
Philippines are duly registered with the Philippine government's Cooperative
Development Authority, which is mandated to regulate and monitor the activities
of its registrants. 


Kowops and Kowops Phils have not generated any significant revenues to date.

Terms of the Proposed Transaction

The purchase of the Software and the Interest by the Company is subject to,
among other things, the following conditions precedent:




(1) the completion of due diligence, to the satisfaction of the Company,    
    with respect to Kowops, and Kowops Phils which due diligence must be    
    completed no later than May 31, 2012;                                   
                                                                            
(2) each of the Kowops, Kowops Phils and the Company obtaining by May 31,   
    2012 the approval of its respective boards of directors for the Proposed
    Transaction;                                                            
                                                                            
(3) the tendering of resignations at Closing of all but two of the Company's
    current directors and one of its officers and the appointment of Kowops'
    and Kowops Phils replacement representatives to the Company's board of  
    directors and the appointment of replacement officers;                  
                                                                            
(4) mutual agreement on the amount and terms of the proposed Private        
    Placement and the successful closing of same;                           
                                                                            
(5) if required, the passing of resolutions by the shareholders of the      
    Company approving the Proposed Transaction contemplated hereby; and     
                                                                            
(6) receipt of written notice from the Exchange that it has approved the    
    Proposed Transaction and the Private Placement.                         



Upon satisfactory completion of legal, financial and technical due diligence,
the Company will finalize and enter into a definitive agreement with Kowops and
Kowops Phils at which time more particulars of the Proposed Transaction will be
disclosed including the number of Payment Shares to be issued to Kowops, the
amount of the Subscription Payment, the Private Placement, and certain financial
information of Kowops and Kowops Phils.


Changes in Management

It is proposed that Messrs. David Thomas and Philip Pincus, founder of the
Company and CFO respectively, will remain on the Company's board and Messrs.
Edgar Quinto, Romeo Villanueva, and Jose Apeles will be appointed as Officers
and to the Company's Board of Directors in place of other current board members
and officers. 


The following provides information regarding the members of the Company's
proposed Board of Directors and new Officers:


Edgar Quinto - Proposed President and CEO

Mr. Quinto, age 64, is the CEO of Kowops. Mr. Quinto has more than 30 years
experience as member of the board of directors and senior manager for a large
Philippine conglomerate with more than 16,000 employees that is engaged in
banking, finance, insurance, international trade, and manufacturing. Mr Quinto
is the creator of the Kowops business model, which he developed by leveraging
the proprietary cooperative banking and payment technologies of Kowops, which
empowers the Credit Unions to compete in the acquisition of members and
deposits, and promotes the social and economic opportunities in the underserved
communities in the developing and least developed countries. 


Mr. Quinto graduated from San Beda College in the Philippines with a Bachelor of
Science degree in Business Administration. He was a member of Team Canada that
consisted of CEOs of Canadian corporations that accompanied the Prime Minister
in Trade Missions in the latter part of 1990. Mr. Quinto is a Canadian citizen
and resides in Vancouver, B.C. 


Romeo V. Villaneva - Proposed Chairman

Romeo V. Villanueva, age 65, brings his management skills for the last 30 years
as the President and CEO of a family-owned successful distribution company of
pharmaceutical products and medical equipment based in San Diego, California.
Prior to his migration in the United States, he managed a family-owned 100-room
hotel and convention center located in the summer capital of the Philippines. He
also owned and operated a company that undertook the construction of roads,
bridges and high-rise building contract.


Mr. Villaneva graduated from San Beda College with a degree in Bachelor of
Science in Business Administration. Mr. Villaneva is an American citizen and
resides in San Diego, California. 


Jose Apeles - Proposed Director and CTO

Jose Apeles, age 45, is an Executive Director and the Chief Information and
Communications Technology Officer of Kowops. He graduated from the University of
Santo Tomas in the Philippines with a Bachelor of Science degree in Electronics
and Communications Engineering. He is a licensed electronics and communications
engineer in the Philippines. Prior to his migration to Canada, he was a former
ICT manager of a multinational Philippine company involved in managing
technology solutions and services for the banking, financial, telecommunication
and retail industries. Mr. Apeles is a Permanent Resident of Canada and resides
in Coquitlam, B.C. 


David Thomas - Director

Mr. Thomas, age 50, has been a director and CEO of the Company since September
24, 2007. He has practiced law in British Columbia since May 1989, and has
practiced law as David L. Thomas Law Corp. of North Vancouver, BC since November
1994. Mr. Thomas has a LL.B (1988) from Osgoode Hall Law School, York
University, Toronto, Ontario, and a BA (1985) from the American College of
Switzerland, Leysin, Switzerland. Mr. Thomas resides in West Vancouver, B.C. 


Philip Pincus -Director and CFO

Mr. Pincus, age 54, has been a director and CFO of the Company since October 3,
2007. Upon completion of the QT Mr. Pincus will remain as a director and
officer. Mr. Pincus has a BS degree (1980) from New York University in New York,
New York and was granted a CPA license by the State of New York in November 1982
(currently inactive). Mr. Pincus is an American citizen and has lived in Canada
for the past 19 years. Mr. Pincus is currently President of APT Investments Corp
of Vancouver BC since July 2009 and previously was Managing Director of Accolade
Equities Inc. from July 2005 to July 2009. From February 2003 until April 2005
Mr. Pincus was controller of Quality Move Management, a corporate relocation
services company, of Delta, BC. He was self-employed from October 1992 to 2003.
Mr. Pincus is a Permanent Resident of Canada and resides in Vancouver, B.C. 


Sponsor

The Company will be interviewing brokerage firms to act as sponsor in connection
with the Proposed Transaction. An agreement to sponsor should not be construed
as any assurance with respect to the merits of the Proposed Transaction or the
likelihood of completion. 


In accordance with Exchange policy, this Proposed Transaction is the Company's
QT and the Company's shares will remain halted pending the Closing or the
termination of the Proposed Transaction.


For additional information readers are invited to review additional corporate
information available on SEDAR at www.sedar.com.


ON BEHALF OF THE BOARD

David L. Thomas, Chief Executive Office

Completion of the Proposed Transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant to
Exchange requirements, majority of the minority shareholder approval. Where
applicable, the Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed 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 Proposed 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.