Issues 425,000 Callable Shares and Modifies Contingent Merger-Acquisition Agreement to Reflect Share Issuance

MINNEAPOLIS, July 17 /PRNewswire-FirstCall/ -- Lightning Rod Software, Inc., (Pink Sheets: LROD), today announced that Ikon Group, LLC ("Ikon"), which Lightning Rod Software has a contingent agreement to acquire, has completed a $1 million debt offering to support early stage funding of the development of an Indian owned gaming project ("Project") near Sacramento, California for the Ione Band of Miwok Indians of California ("Tribe"). Ikon has entered into a Memorandum of Agreement Regarding Gaming Development and Management Agreements ("Management Agreement") with the Tribe to finance, develop, manage, operate and maintain the Project. Ikon's completion of this early stage private offering with the assistance of Lightning Rod Software was in furtherance of Lightning Rod Software's recently announced commitment to act on an exclusive basis as Ikon's financial partner to develop and implement financing initiatives to fund the development of the Project. Development of the entire Project is expected to take a number of years and is projected to cost in excess of $100 million.


As also recently announced, Ikon, Wilco Seven LLC ("Wilco"), formerly Ikon's joint venture partner in the Project but, as a result of a recent transfer of its joint venture interest to Ikon, is now an owner-member of Ikon, and Lightning Rod Software had agreed that Lightning Rod Software would acquire Ikon and Wilco by merger upon approval of the Management Agreement by the National Indian Gaming Commission. This previously announced contingent merger-acquisition, which has been amended to involve only Ikon in light of the Wilco transfer described above, was to be accomplished by issuing a total of 4,250,000 shares of Lightning Rod Software common stock. Prior to the $1 million debt financing by Ikon announced in this press release, Lightning Rod Software had approximately 4,325,000 fully diluted shares of its common stock outstanding. In connection with the Ikon financing, Lightning Rod Software issued a total of 425,000 shares of its common stock to investors in the private offering at a price of one cent ($0.01) per share. These shares are callable by Lightning Rod Software under certain circumstances, including if the contingent merger-acquisition of Ikon by Lightning Rod Software does not occur. The contingent merger-acquisition agreement has been amended to reflect this issuance by reducing the shares to be issued to effect the merger-acquisition to 3,825,000 shares.


Completion of this transaction through the merger-acquisition of Ikon by Lightning Rod Software and through the successful development, operation, and management of the gaming project is subject to numerous contingencies and uncertainties. Among others these include the maintenance of strong tribal relations at all times, the timely and successful completion of all funding initiatives required to fully develop the Project to completion, and competition from casinos currently in operation or planned for development in the Project's market area. Further, all of the agreements and plans relating to the development of this project are contingent upon various regulatory and governmental approvals, including the successful acquisition and placement of land in trust for the Tribe upon which gaming can occur, the execution of a compact between the Tribe and the State of California, receipt of approvals from the Bureau of Indian Affairs, National Indian Gaming Commission and local planning and zoning Boards, and the receipt of all necessary gaming licenses. As a result of all of these and other risks and uncertainties both known and unknown, there is no assurance as to what, if any, value Lightning Rod Software will ultimately achieve from the agreement announced in this press release.


About Lightning Rod Software


Lightning Rod Software, Inc., a public company based in Minneapolis, Minnesota, has in the past been a developer of multi-channel, real-time customer sales and loyalty solutions for e-businesses. It owns a suite of solutions packaged under the name Lightning Rod Interaction Manager(TM). Its shares are quoted in over-the-counter pink sheets. Prior to the transaction announced in this press release, the Company has been substantially inactive.


Forward-Looking Statements


This news release contains forward-looking statements based on management's current expectations, beliefs, estimates, assumptions, and projections. For purposes of the Private Securities Litigation Reform Act of 1995, all such statements about the future, including statements about the company's strategy for growth, product development, market position, expected expenditures, and financial results, are forward-looking statements. Words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions may identify some of the forward-looking statements. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of risks, uncertainties, and other factors, many of which are outside of Lightning Rod Software's control, that could cause actual results and the timing of certain events to differ materially from such statements. For a more detailed description of the factors that could cause such differences, please see Lightning Rod Software's filings with the U.S. Securities and Exchange Commission. Lightning Rod Software disclaims any intention or obligation to update or revise any forward-looking statements whether the result of new information, future events, or otherwise.


Source: Lightning Rod Software, Inc.