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Cinnabar Ventures, Inc. to Acquire US Metropolitan Telecom, LLC
Telecom Veteran, Frank Mambuca, Tapped to Lead Cinnabar's Data Division
| Source: Cinnabar Ventures, Inc.
FORT MYERS, FL--(Marketwire - January 11, 2010) - Cinnabar Ventures, Inc. ("Cinnabar") (OTCBB : CNBR ), the creators of the Yippy OS, www.yippy.com, a cloud-based operating
system currently in beta, announces it has executed a non-binding letter of
intent on January 6, 2010, for the acquisition of FiberCon Holdings, LLC's
wholly-owned subsidiary, US Metropolitan Telecom, LLC ("US Metro")
www.usmetrotel.com, a leading Florida telecommunications company and
Competitive Local Exchange Carrier ("CLEC") for an aggregate purchase price
of cash and stock totaling eighteen million dollars ($18,000,000), which
includes Cinnabar's acquisition of 100% of the membership interests of US
Metro. US Metro is an established CLEC with a robust wholly owned
metropolitan fiber-optic network throughout the central business districts
of Collier and Lee counties and a long-haul fiber-optic network throughout
south Florida. The network consists of more than 600 miles of fiber. This
acquisition is expected to close on or before March 31, 2010, subject to
due diligence reviews to be performed by Cinnabar.
The acquisition includes the appointment of US Metro President Frank
Mambuca as President of Cinnabar's Data division; a division that will have
US Metro as its core subsidiary. Frank Mambuca has been President & Chief
Executive Officer of US Metro since its inception in 2006. With more than
25 years' experience in the IT and communication networks industry, Mr.
Mambuca brings vast experience and knowledge, as well as venerated
leadership to Cinnabar. Prior to US Metro, Mr. Mambuca was President &
Chief Executive Officer of American Wireless Providers, which was a
wireless networking start-up company in southwest Florida deploying WiMax
networks. Mr. Mambuca also served as the Group Vice President of Global
Operations for Level 3 Communications ("Level 3") based in Denver,
Colorado, with responsibility for global customer operations, service
activation, network management, and field services for Level 3's 40,000+
mile fiber-optic network that spans three continents and one ocean.
"Frank, his team and I operate from the data delivery side of the equation
and understand that any web-based company is, at its very core, a data
distributor," said Richard Granville, Chairman and Chief Executive Officer
of Cinnabar. "It is from our data delivery roots that we will grow our
business, fully leverage our strengths, and deliver on customer demands for
enhanced broadband capacities and applications and deliver the first end to
end vertically integrated IT solutions from one provider. We will provide
cost-efficient solutions as a one-stop shop, with Cinnabar's core being the
application engine currently running the Yippy Web-OS that can be tailored
to individual business owners' needs. We have the engine to drive
communications, video conferencing and a multitude of other business
applications that before now the average company would find too expensive
to implement."
"Just as adults would want to control the content delivered to their
children, the business owner can have that control as well," adds
Granville. "We are going to make people excited about IT again. We are
energized about what the combination of these companies will deliver."
"Our competitors buy their data in a commoditized fashion from Tier 1
Internet Service Providers such as Level 3, Qwest, Verizon and AT&T," says
Granville. "By using our own fiber networks, we gain a significant
advantage that leverages our overall acquisition cost with dramatic
reductions in capital expenditures and monthly expenses. It is these
competitive advantages that are attractive to equity holders from US Metro
and which drive the desire for equity in Cinnabar Ventures."
US Metro and Cinnabar will combine their sales and marketing channels,
enabling the companies to provide expanded world-class service and products
to customers. Frank Mambuca, President of US Metro, said, "US Metro has
always had plans for national growth with a base of operation in southwest
Florida. We expect that the combination of US Metro's technologies and
network expertise with Cinnabar's software expertise and vision will
expedite the combined companies' market potential as the world's first
provider of vertically-integrated services operating on a cloud-based
worldwide LAN." Mambuca added, "Cinnabar's product suite is going to sell,
and US Metro will operate the underlying cloud network to support these
products. Businesses and consumers will immediately take notice of the
Cinnabar plan and strategy. It is the future of networking and computing."
Mambuca continues, "Through hard work and focused effort, US Metro's top
line grew year over year by 87% with revenues topping two million dollars
($2,000,000) at the end of 2009 in a depressed economy. The combination of
Cinnabar and US Metro takes things to a whole new level. During the last
decade, I helped build Level 3's networks in many of the major markets
across the globe. I have watched and taken part in many new developments
in the industry, and I believe that the SaaS (Software as a Service) and
NaaS (Network as a Service) is a potent combination. We are so convinced of
this direction that we're investing a twenty five million dollar
($25,000,000) asset for eighteen million dollars ($18,000,000) in cash and
stock."
From a local perspective, Mambuca states, "In addition, we are going to
bring many new jobs to the southwest Florida corridor which will be higher
paying technology positions that will bring new money to our local economy
that needs it so desperately. We think this is a win-win for all
involved."
Terms of the agreement stipulate that, in addition to Mambuca's leadership
role, other senior executives from US Metro including Josh Lippert and
Scott Tonarelli will play critical roles in Cinnabar's senior management
data team.
In other related communications, on December 24, 2009, Cinnabar engaged Mr.
Wade Stribling from Sutherland Asbill & Brennan, www.sutherland.com, as its
primary corporate counsel. Mr. Stribling will be handling the legal duties
as it relates to the US Metro transaction.
Elliot Berman of Berman & Company, P.A., in Boca Raton, Florida initiated
the three year audit on US Metro for Cinnabar on Jan. 4, 2010.
About US Metropolitan Telecom, LLC:
US Metropolitan Telecom, LLC is a locally-owned telecommunications company,
based in southwest Florida. US Metro built and operate its own
state-of-the-art fiber-optic cable network. This fiber-optic network
extends along every major thoroughfare in Collier County and Lee County in
the state of Florida. US Metro continues to expand this fiber-optic network
to support its growing customer base. Using this fiber-optic network, US
Metro is a formidable competitor in providing voice, data, and internet
communications services to the business community in the southwest Florida
marketplace.
About Cinnabar Ventures, Inc.
Based in Fort Myers Florida, Cinnabar Ventures, Inc.,
www.cinnabarcompany.com, is a new economy technology company that develops
technologies and relationships for Web-OS systems in the cloud computing
sector. Yippy OS, www.yippy.com, the company's cloud-based operating
system, is currently in beta.
Forward-Looking Statements
Pursuant to The Private Securities Litigation Reform Act of 1995: The
statements in this press release that relate to the Company's expectations
with regard to the future impact on the Company's results from new products
in development are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are
subject to risks and uncertainties. Words such as "expects," "intends,"
"plans," "may," "could," "should," "anticipates," "likely," "believes" and
words of similar import also identify forward-looking statements.
Forward-looking statements are based on current facts and analyses and
other information that are based on forecasts of future results, estimates
of amounts not yet determined and assumptions of management. Readers are
urged not to place undue reliance on the forward-looking statements, which
speak only as of the date of this release since they involve known and
unknown risks, uncertainties and other factors which are, in some cases,
beyond our control and which could, and likely will, materially affect
actual results, levels of activity, performance or achievements. We assume
no obligation to publicly update or revise any forward-looking statements
in order to reflect any event or circumstance that may arise after the date
of this release, even if new information becomes available in the future.
Additional information on risks and other factors that may affect the
business and financial results of Cinnabar Ventures, Inc. can be found in
the filings of Cinnabar Ventures, Inc. with the U.S. Securities and
Exchange Commission.