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January 31, 2008 - 9:00 AM EST
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Trustcash Holdings, Inc. and Paivis, Corp. Agree to Amend the Definitive Agreement and Plan of Merger to Simplify Transaction
Trustcash Holdings, Inc. ("Trustcash") (OTCBB: TCHH) and Paivis, Corp. ("Paivis") (OTCBB: PAVCE) today jointly announced they have agreed to negotiate and subsequently amend the Definitive Agreement and Plan of Merger dated December 20, 2007 (the "Merger Agreement") in order to provide a simpler structure that will benefit the shareholders and make it easier to understand the value of the transaction.
As part of the simplification process the parties are negotiating a cash purchase price for the common shares of Paivis using the recent valuation of Paivis, amongst other things, to determine the price.
Greg Moss, CEO of Trustcash stated, "The financing commitment from Mistral Ventures, Inc. is exciting. As a result I feel confident in completing our Merger with Paivis and reaching mutually agreeably terms to include a cash component in the amendment to the Merger Agreement."
The parties expect to finalize the new terms quickly and will file, as required, an amended and restated Definitive Agreement and Plan of Merger shortly thereafter.
About Trustcash
Through its Trustcash brand and website www.trustcash.com, the Company is a pioneer of anonymous payment systems for the internet. It developed a business based on the sale of a stored value card (both virtual and physical) that can be used by consumers to make secure and anonymous purchases on the internet without disclosing their credit card or personal information. Trustcash provides to its customers the "Trustcash™" payment card, which is sold in denominations ranging from $10 to $200 either online, through any of over 500 websites, or at over 50,000 retail locations in the United States via MoneyGram. Trustcash's non-reloadable, virtual Trustcash card is the only "stored value card" that can be purchased where no personal data is stored or available, providing a unique level of both security and privacy to the purchaser.
About Paivis, Corp.
Paivis, Corp. is a wholesale telecommunications carrier that sells prepaid "point-of-sale activated" and live cards. Paivis generates its revenues through the sale of prepaid calling cards and wireless services, and international wholesale termination. Products are sold throughout many of the country's major retail outlets, including Duane Reade, 7-Eleven, and Chevron.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "PLSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. TRUSTCASH and PAIVIS intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause TRUSTCASH and PAIVIS actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in TRUSTCASH and PAIVIS annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.
Contacts:
Paivis, Corp.
Edwin Kwong
Interim Chief Executive Officer
Phone: 404-601-2885
www.paivis.com
Trustcash Investor Relations
Greg Moss
1-800-975-5196
www.trustcash.com
Source: Marketwire (January 31, 2008 - 9:00 AM EST)
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