V2 Ventures Plc ("V2 Ventures" or the "Company") Update Following the General Meeting of the Company held on 31 December 2009, the Company disposed of certain assets (including the Company's name) together with all liabilities of the Company, to Fred Wilson Entertainment Limited ("Fred Wilson"), a company owned by Michael Swinney, the former Chief Executive Officer and a current Non-Executive Director of the Company. Under the terms of the disposal agreement, as announced on 9 December 2009, Fred Wilson would pay £50,000 in cash in deferred consideration and 10% shares in Fred Wilson (the "Buyer Shares")which are subject to a call and put option. Michael Swinney, as the sole owner of the shares of Fred Wilson, also agreed to guarantee the performance of Fred Wilson's obligation to indemnify the Company in respect of all amounts owed to Her Majesty Revenue and Custom's ("HMRC") in respect of PAYE including any penalties for late payment and fines thereon. As mentioned above, Fred Wilson was to assume a debt owed by the Company to the HMRC in relation to PAYE payments. The Company has now been informed that the debt to the HMRC amounted to £62,000, a much higher figure than originally accounted for in the Company's books. It is also now clear that the Company is unlikely to receive any additional payments due to it from Fred Wilson in the near future. The Company has also been informed that talks between HMRC and Fred Wilson, to settle or novate this debt, have not as yet reached a successful conclusion. These recent events more especially the outstanding debt to HMRC leaves the Company in unexpected and severe financial difficulties. The Company has not been able to pursue any new investment/development opportunities as per the business plan due to the HMRC issue. The executive directors have therefore concluded that it would be in the best interests of the company to seek immediate legal advice as to the enforceability of the agreements between the Company and Fred Wilson and, in particular the personal guarantee given by Michael Swinney and Wendy Rosenthal in relation to the HMRC debt. Simultaneously with these events, the Company has received resignation notifications from both Michael Swinney and Wendy Rosenthal. The executive directors believe however that at this stage, it is in the best interest of the Company if the resignation requests remain unactioned by the Company. However, given recent developments, Michael Swinney and Wendy Rosenthal have been suspended from the board with immediate effect. The Company will notify Shareholders accordingly on the progression of this matter. The directors accept responsibility for this announcement. --END-- Enquiries: V2 VENTURES PLC Tel: 020 8834 1652 Sebastian Moonjely RIVINGTON STREET CORPORATE FINANCE Tel: 020 7562 3373 Eran Zucker [email protected]