RetailX to acquire Plus SMS for shares

The purchase price for the Plus SMS shares is $12,000,000 which will be satisfied by the issue of 240,000,000 RetailX shares at 5 cents per share.

The material conditions of the Heads of Agreement completing are:

- Due diligence by both parties by 18 March 2005;
- The shareholders of RetailX approving the transaction, including for NZX and Takeovers Code purposes by 29 April 2005;
- Finalisation of negotiations on various other related matters.

Completion would occur 10 business days after the satisfaction of all conditions.

As part of the transaction, RetailX will also seek approval of shareholders to undertake a private placement of not less than 30,000,000 shares at an issue price of not less than 5 cents per share to fund the operating costs of Plus SMS.

Full details of the transaction and collateral matters will be forwarded to shareholders along with an Independent Report as soon as practical.

Plus SMS is in the business of providing global delivery of SMS and MMS messaging utilising the existing telecommunications infrastructure and payment settlement procedures.

At completion of the transaction, Mark Taylor will resign as a director and additional new directors will be appointed.

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