TheDirectory.com Inc (SEEK)

[Meeechigan21]

The Board approved the Authorized Share Increase for the following reasons:



· The Board believes we do not currently have enough authorized shares of common stock to raise sufficient funds to carry out our business and growth plans, which contemplate strategic acquisitions, debt reduction and to facilitate our current expansion plans. The Board believes these initiatives may increase our revenues and provide growth for the Company.



· Having additional authorized shares will also allow us the flexibility to raise capital, if necessary, in the future or to issue shares for other purposes such as acquiring assets or businesses. If we do not have sufficient authorized shares available, we will not have the flexibility to issue shares at a time when the Board believes the market conditions are optimal and we might miss an opportunity to make an acquisition while we go through the process of obtaining shareholder approval for an increase at the time an acquisition is identified. Having sufficient authorized shares will permit us to act quickly in situations where issuing shares would be in the best interests of the Company and its shareholders.