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KRL.P Karel Capital Corp.

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Share Name Share Symbol Market Type
Karel Capital Corp. TSXV:KRL.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Karel Capital Corporation & Preo Software Inc.: Completion of Financing, Amalgamation and Qualifying Transaction

24/07/2010 12:04am

Marketwired Canada


Karel Capital Corporation ("Karel" or the "Company") (TSX VENTURE:KRL.P), a
capital pool company and Preo Software Inc. ("Preo") (CNSX:PKM) are pleased to
announce that they have completed the previously announced financing of Karel
and the amalgamation ("Amalgamation") of Karel and Preo. The Amalgamation
constitutes Karel's Qualifying Transaction ("QT") under Policy 2.4 of the TSX
Venture Exchange ("TSX-V"). The amalgamated company (the "Resulting Issuer") is
called "Preo Software Inc." and will carry on the business of Preo.


FINANCINGS

Karel appointed Mackie Research Capital Corporation ("Mackie Research") as agent
for and on behalf of the Company to raise on a commercially reasonable efforts
basis a minimum of $1,000,000 and a maximum of $1,500,000 from the sale of
common shares of the Company at a price of $0.10 per common share ("Karel
Share") on a pre-consolidation basis. A total of $1,452,700 was secured,
comprising of $1,045,700 (issuance of 10,457,000 Karel Shares) raised through a
short form offering (the "Short Form Offering") previously announced on May 4,
2010 and an additional $407,000 (issuance of 4,070,000 Karel Shares) was raised
through a private placement (the "Private Placement).


Mackie Research received a commission for the Short Form Offering of $65,095 and
was issued 794,200 broker warrants convertible into Karel Shares for a period of
two (2) years at an exercise price of $0.10 per share. For the Private
Placement, Mackie Research received a commission of $10,175 and was issued
203,500 broker warrants convertible into Karel Shares for a period of two (2)
years at an exercise price of $0.10 per share.


Participating insiders in the financings were Foundation Equity II Limited
Partnership ("FE2") ($600,000) and Kerry Brown ($100,000). Their respective
Karel Shares are subject to a TSX-V Tier 2 Surplus Escrow.


The proceeds from the financings will be used for sales and marketing, research
and development, general and administration, sales commission, rent and working
capital of the Resulting Issuer.


NOTICE PURSUANT TO NATIONAL INSTRUMENT

Karel and Preo also issue this press release pursuant to National Instrument
62-103 regarding a subscription by FE2 under the Private Placement. FE2
subscribed, as the sole participant in the Private Placement, to acquire
4,070,000 Karel Shares at $0.10 per share.


FE2 is affiliated with Foundation Equity Corporation ("FEC") as a result of a
number of common directors and management. Taking into account FE2's investment
of $600,000 in the financings and already existing FEC shareholdings as
disclosed in the Joint Information Circular of Karel and Preo dated May 3, 2010,
FEC owns 6,406,256 common shares of the Resulting Issuer representing 22.0% of
the Resulting Issuer's outstanding common shares and FE2 beneficially owns
2,000,000 common shares of the Resulting Issuer representing 6.9% of the
Resulting Issuer's outstanding shares.


FE2 advised the Company that there is no agreement, commitment, or understanding
with respect to voting of any of its securities of the Company. FE2 has acquired
the securities for investment purposes, thus depending on the economic or market
conditions or matters relating to the Resulting Issuer, FE2 may choose to either
acquire or dispose of additional securities of the Resulting Issuer.


Further details, pursuant to previous press releases and filings, related to the
Amalgamation, financings and QT can be found on SEDAR at www.sedar.com


TRADING OF SHARES

Completion of the QT is subject to final approval of the TSX-V. The shares of
the Resulting Issuer will start trading on the TSX-V once the TSX-V has issued a
bulletin confirming completion of the QT and will trade under the stock symbol
"PKM".


The shares of Preo have been halted from trading and will shortly be de-listed
from The Canadian National Stock Exchange.


Completion of the transaction is subject to a number of conditions. 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 joint management
information circular 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.


ABOUT PREO

Preo has developed proprietary software that enables print users to maximize
their print assets by optimizing print jobs to the appropriate printer. Preo's
proprietary flagship product is called Printelligence(TM)and is sold as a
monthly subscription service. Printelligence(TM)is a web based print management
system that adapts itself to an organization's printing behaviour. This patent
pending adaptive rules engine modifies the messaging delivered to end-users at
the desktop, based on individual behaviour. Printelligence(TM)helps
organizations educate their employees as to the true costs of printing.


ABOUT KAREL CAPITAL CORPORATION

Karel is a capital pool company as defined by Policy 2.4 of the TSX-V. The
principal business of the Company is to identify and evaluate opportunities for
the acquisition of an interest in assets of businesses and, once identified and
evaluated, to negotiate an acquisition or participation subject to receipt of
shareholder approval and acceptance for filing by the TSX-V.


1 Year Karel Capital Corp. Chart

1 Year Karel Capital Corp. Chart

1 Month Karel Capital Corp. Chart

1 Month Karel Capital Corp. Chart