1330011 Ontaro Limited Enters Into Support Agreement With Invesprint Corporation and Tender Agreement With Leland Verner and Illyria Inc

Business Wire, Feb 28, 2005

TORONTO -- Invesprint Corporation (TSX:INV)

1330011 Ontario Limited (the "Offeror"), a wholly owned subsidiary of Metro Label Group Inc., has entered into a Support Agreement with Invesprint Corporation pursuant to which the Offeror will make an Offer to purchase 100% of the outstanding Common Shares of Invesprint that are not currently held by the Offeror or its affiliates, for all cash consideration at $1.20 per share or a total of approximately $6.5 million.

The Support Agreement also, among other things, sets forth representations and warranties of Invesprint that the board of directors of Invesprint will support the Offer by recommending that Invesprint's shareholders tender their Common Shares to the Offer, and that Invesprint's board of directors has unanimously determined that the Offer is fair to shareholders, it is in the best interests of Invesprint for the Offer to be made and the board of directors to support it on the terms of the Support Agreement.

Invesprint has also agreed to refrain from soliciting an Acquisition Proposal (as defined in the Support Agreement) except in certain circumstances, and to pay a break fee and the costs of the Offeror in certain circumstances.

The Offeror has also entered into a Tender Agreement with Leland Verner and Illyria Inc., which collectively hold 1,561,515 Common Shares representing approximately 29% of the Common Shares outstanding today. The Tender Agreement provides that Leland Verner and Illyria Inc. will tender all their Common Shares to the Offer and not withdraw their shares except in certain circumstances.

If the Offeror acquires all of the Common Shares that it does not already own, it will own 5,333,600 Common Shares plus an additional number of Common Shares issuable upon exercise of previously granted Common Share purchase options, or 100% of the outstanding Common Shares.

Invesprint Corporation (TSX:INV)