Canadian Collector Carma Announces Proposed Acquisition of Synergex

TORONTO – The Board of Directors of Carma Financial Services Corporation (CARMA), (Symbol: CFS) is pleased to announce that earlier today, CARMA entered into an agreement under which it will acquire all the issued and outstanding shares of Synergex Group Inc. (Synergex).

Synergex is a Mississauga, Ontario-based corporation and a leading provider of comprehensive logistics services, technology management services, administrative services, and digital art and linguistic translation services in Canada.

CARMA will acquire all of the outstanding common shares of Synergex for an aggregate purchase price of $14,399,999 plus the amount of Synergex’ closing date working capital under the terms of this transaction.

Pursuant to the rules of the TSX Venture Exchange, this transaction is considered to be a reverse take-over. In addition, since Synergex is owned by Ontario resident David Aiello, who is a director, senior officer and a significant shareholder of CARMA, the proposed acquisition constitutes a “related party transaction” for purposes of Ontario Securities Commission Rule 61-501.

The purchase price will be satisfied by CARMA issuing 53,333,333 common shares and such number of preferred shares as will have an aggregate value equal to Synergex’s working capital as at closing. This would increase the percentage ownership held directly and indirectly by David Aiello to approximately 74.5% of the post transaction number of common shares. There are currently 57,957,952 common shares of CARMA outstanding.

CARMA formed an independent committee of its board of directors to consider the proposed transaction. Kraft Yabrov Valuations Inc. was engaged by the independent committee in connection with the transaction in accordance with the requirements of Rule 61-501.

Completion of the transaction is subject to a number of conditions including, but not limited to, acceptance by the TSX Venture Exchange and disinterested shareholder approval at a meeting to be called to consider this transaction.

This transaction is expected to provide a larger cash flow as a combined entity; provide enhanced access to public equity markets and for raising capital in the future; create a larger, more balanced entity with a more diversified asset base; provide the potential for greater liquidity for shareholders; and increase the competitive positions of Synergex and CARMA in their given industries as a result of their increased size and public company status.

The audited financial statements of Synergex for the year ended December 31, 2003 show gross revenue of approximately $97.194 million, earnings after income tax of $2.159 million, EBITDA(1) (earnings before income taxes, depreciation, and amortization) of $3.727 million, and assets of $37.226 million.

CARMA is a provider of Business to Business accounts receivable management services including business information, accounts receivable recovery and asset based financing through its wholly owned subsidiaries and divisions: Canada Bonded Attorney, Lumbermen’s Credit Bureau and Mercantile Credit Bureau. CARMA is quoted on the TSX Venture Exchange under the symbol CFS.

Some of the statements contained in this news release may be forward-looking statements such as the Company’s future plans, objectives and goals. The statements that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties which could cause actual results to vary considerably from these statements.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of CARMA should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.