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DJ Milamber Ventures Plc Heads of Terms Agreed

26 July 2018 
                             Milamber Ventures plc 
                         ("Milamber" or "the Company") 
                             Heads of Terms Agreed 
Milamber Ventures plc (NEX: MLVP), an investment company in the education, 
technology and media sectors, is pleased to announce it has agreed Heads of 
Terms with the owners to acquire 100% of Orchard Rock, a leader in the UK 
health and social care training market, which was established 13 years ago 
("Orchard Rock").  Any acquisition of Orchard Rock will be subject to third 
party equity funding, final due diligence, approval of the Board of Milamber 
and signature of a binding share purchase agreement.  In order to allow 
Milamber to complete the work required to move to a successful transaction, 
Milamber and Orchard Rock have agreed a period of exclusivity. 
Milamber will pay up to GBP1.9 million in cash and shares for Orchard Rock.  An 
initial payment of GBP800,000 in cash will be made by Milamber on closing, 
subject to completion of a capital markets fund raise, which is currently under 
way. A further payment of GBP200,000 will be made on completion of management 
handover and one quarter's financial reporting along with the potential 
arrangement of new debt facilities to position Orchard Rock for growth. 
Milamber will also settle up to GBP900,000 in Milamber ordinary shares at the 
current mid-price of 9 pence per share to the current owners of Orchard Rock, 
determined quarterly on the achievement of certain EBITDA milestones. 
In the twelve months to April 2018, Orchard Rock's records show revenue of GBP 
980,000 and EBITDA of GBP374,000, with significant year-on-year growth. 
As part of the proposed agreement, Milamber will also acquire 15% of YourHippo, 
a digital learning business co-owned by Orchard Rock's management team, with 
services which meet the modern demands for online training and which completes 
the offering of Orchard Rock.  Milamber and YourHippo's owners have agreed in 
principle that Milamber issue GBP100,000 in Milamber ordinary shares for this 
Andy Hasoon, Executive Chairman and CEO of Milamber, commented, "Following our 
acquisition of Essential Learning in December 2017 we have been looking for a 
new acquisition to extend our offering in the training and education sectors. 
We strongly believe Orchard Rock offers the perfect opportunity for us. It 
works with some of the largest healthcare providers in the UK, is profitable 
and cashflow positive.  The revenue synergies with Essential Learning are 
significant and meaningful. 
"With our growing expertise in the industry, together with synergies from 
earlier acquisitions in the education sector, we are confident of continuing 
the excellent work performed by Orchard Rock's management." 
Milamber Ventures plc 
Andy Hasoon 
T: 07768 875 681 
First Sentinel Corporate Finance Limited (NEX Exchange Corporate Adviser) 
Brian Stockbridge 
T: 020 7469 0930 
Leander (Financial PR) 
Christian Taylor-Wilkinson 
T: 07795 168 157 

(END) Dow Jones Newswires

July 26, 2018 07:46 ET (11:46 GMT)