MINEOLA, N.Y., Feb. 11, 2005 (PRIMEZONE) -- Torbay Holdings, Inc. (OTCBB:TRBY) today announced that it had reached an agreement with The Nutmeg Group LLC, Chicago, IL, for a fixed price equity purchase program by way of a share subscription and fixed and incrementally priced warrants. Subject to certain qualifications, these funds can be called upon at TRBY's option and will provide access to $1,650,000 (less expenses) to fund marketing initiatives planned, manufacturing activities and further product development, both software and hardware, to include "Meridian(tm)" (project name) the company's introductory keyboard product that will help to optimize the geometry of both keyboard and computer mouse use.
Tom Large, President & CEO, stated, "As undercapitalized as we have been we have applied our limited resources to developing our product range and proving the existence of our market. During the past months we have had many offers, including convertible debenture based financing, which we have declined. The investors we sought would recognize the progress that has been made and that they were investing in a business and not just a stock. Our requirement for funds is to accelerate business development and any partner should be as enthusiastic about our business as we are and base their valuations of return upon the impact their investment could have, once put to work." Randall S. Goulding, Managing Director of The Nutmeg Group, LLC, said "We are eager to assist Torbay Holdings in meeting its ongoing financing needs and we look forward to a long-term relationship with the Company."
The Nutmeg Group, LLC and its principals have been successful in raising capital through private placements and stock loans. With more than 30 million dollars under management, the Nutmeg Group, L.L.C. is a value-added private capital investment firm and a full service investment and financial consulting organization, dedicated to helping growth companies emerge as industry leaders. Staffed with an impressive array of diverse talents and a robust infrastructure, Nutmeg stands committed to facilitating the Company's success, as is the case with all of its portfolio companies.
"Our investment and ongoing commitment is prompted by our extreme optimism with regard to the outlook for the Company and its capacity to ramp up its operation to seize opportunities" said The Nutmeg Group's, Randall Goulding. "We believe the current valuation does not adequately reflect the enormous opportunities that exist for the company, both in the near and longer term. Nor does it begin to reflect the value associated with the products it sports."
"We are impressed with the Company's talented management resources, and for such a small company to have captured such opportunities -- is virtually unprecedented," Goulding continued.
"We plan to play an integral and continuing role in the Company's very promising future. We are pleased to be working in partnership with the Company to better position it to grow," said Goulding. "In fact," Goulding said, "the specific reason for this additional cash infusion is to focus on creating new sales opportunities for rapid growth." Tom Large went on to say, "We have worked with Nutmeg for many months and they have proven to us that they are committed to the future potential of our business. They are being proactive by making introductions to significant sales and marketing organizations of their acquaintance so as to underpin their investment in the future growth of this Company. This agreement is designed to provide funds that allow us to grow at a more accelerated rate and might sustain us to a positive cash flow position. As all funds received are at a fixed price they have a clear and understandable impact upon our shareholding, which should alleviate any fears of unknown dilutive impact."
"The SB2 filing, signaling the commencement of this agreement, is therefore an important milestone, as important as the business development news that shareholders look forward to hearing. In order to ensure that we have access to the total funds offered, should we so elect to call upon them, we will now move forward on making a 'considered' adjustment so increasing the authorized share capital of the company. Just for the record we started this process 18 months ago when we were contractually 'required' to do so under the prior debenture agreement in an environment of inestimable consumption of authorized stock to satisfy financing that had already been received. Unlike then the absolute cost, in stock, of each investment dollar is known so our authorized can be confined to our needs and is therefore definable so explainable to our shareholders. By this we believe we can achieve a manageable and 'market responsible' issued share capital that can provide an opportunity for realistic value enhancement and that investors will be able to estimate the extent of their holdings on a pocket calculator!'
"As your Board of directors, Tony, Gordon and I have endeavored to steer this company through the rough waters that had to be crossed to get this corporation under sail. While we still have much to do and a ways to go the financial liability for the convertible debenture will expire shortly, we have the Section 508 opportunity back, we are posturing with relationships and opportunities in the broader computer peripheral market and by this agreement we have access to funds by which we hope to capitalize upon all of the above. Despite all the efforts of the Board none of this would have been possible without the support and commitment of a solid shareholder base that has provided the stability that kept our 'decks above the waves'. In the summer the board hopes to be able to thank as many as can attend personally at a shareholder meeting, date and location to be confirmed."
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release that are not historical, are forward-looking statements that are subject to risks and uncertainties that could cause results to differ materially from those expressed in the forward- looking statements, including but not limited to, certain delays and risks detailed from time to time in the company's filings with the Securities and Exchange Commission.