News

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PRESS RELEASE
FOR IMMEDIATE RELEASE
TSX VENTURE EXCHANGE: YGW.P

YTW Weslea Growth Capital Corporation ANNOUNCES QUALIFYING TRANSACTION

TORONTO, ONTARIO-August 30, 2005-YTW Weslea Growth Capital Corporation ("YTW") (TSX Venture: YGW.P) is pleased to announce details concerning its proposed Qualifying Transaction.

Highlights of the Proposed Qualifying Transaction

alt The Company: YTW proposes to effect a Qualifying Transaction with Broadband Learning Corp. ("BLC") a federally incorporated Canadian company. BLC produces, delivers, supports and manages distance learning content needed by professionals, corporations and, ultimately, consumers using proprietary technology and nationwide distribution capabilities. BLC is driving the professional development market by providing a patented Internet-based learning system with on-demand flexibility, rich multimedia educational resources, and administrative management capabilities. This enables training companies, instructors and content providers to fully protect their intellectual properties and realize a significant return on their investment. BLC serves North America and many points around the world from its offices in Salt Lake City, Utah and Waterloo, Ontario. Many of BLC's products are delivered under the "Broadband University" trade name.

BLC has grown rapidly over the past four years through expansion of its direct revenue base and through multiple acquisitions. BLC intends to pursue additional acquisition opportunities in support of its growth strategy. BLC has entered into an agreement to acquire Keypoint International Services Inc. of Medford, Oregon. This transaction will close concurrent with the closing of the proposed Qualifying Transaction. Keypoint will be incorporated into the Broadband Communications division that generated the bulk of BLC's 2004 revenues and will dramatically strengthen the company's ability to deliver and support dedicated distance learning networks to large customers. BLC management believes the combined BLC and Keypoint entity will have achieved critical mass such that significant additional revenues will be supportable with a reasonable amount of additional costs, mainly in marketing and sales, which should increase the profit of the combined Broadband unit.
alt The Market: The distance learning market is exploding as a result of important structural changes in the training industry:
 
alt Massive information growth and new licensing requirements force continual learning as a lifestyle and work requirement.
alt The mass market is now comfortable learning online. PC usage is now completely mainstream.
alt PC power and broadband Internet now deliver affordable, fully interactive multimedia learning.
alt A "cocooning" trend has emerged based on expense, inconvenience and risk of travel in the post 9/11 world.
  Broadband Learning Corp. will focus on the professional education and certification market where the highest value in educational and course materials resides. It partners with professional associations, educational institutions and corporate trainers for access to educational content and customers. Content is delivered via satellite, through webbased distribution and on fixed electronic media (e.g. CD-ROM). Current market verticals include dental professionals, medical professionals, mortgage brokers, religious organizations, insurance companies and the military (U.S. Department of National Defence). A major launch is being planned in the Kindergarten - Grade 12 (K-12) teacher training market vertical to leverage off the "No Child Left Behind" initiative of the United States government.
alt Valuation: The negotiated value of BLC is $5.25 million.


About the Proposed Qualifying Transaction

YTW has entered into an arm's length amalgamation agreement dated August 26, 2005 with BLC whereby YTW and BLC have agreed to complete a business combination between YTW and BLC (the "Business Combination"). The Business Combination is expected to constitute a Qualifying Transaction of YTW as defined in Policy 2.4 of the TSX Venture Exchange Inc. ("TSXV") Corporate Finance Manual, subject to review and approval by the TSXV.

The Business Combination will proceed by way of an amalgamation between YTW BLC Acquisition Corp. (a wholly owned subsidiary of BLC) and BLC pursuant to which BLC shareholders will receive 17,500,000 YTW common shares in the aggregate in exchange for all of the currently issued and outstanding shares of BLC. Each YTW common share issued will have a deemed value of $0.30 per share. After completion of the Business Combination, YTW will have 27,100,000 common shares issued and outstanding.

Following completion of the transaction, YTW will carry on BLC's business under BLC's management. It is intended that YTW will change its corporate name to "Broadband Learning Corp". or a similar name following approval at a shareholders' meeting called for that purpose and that a new stock trading symbol will be applied for at that time as well.

Pursuant to the terms of the amalgamation agreement, YTW has agreed to provide BLC with an advance in the amount of $225,000 (the "Advance"). The Advance is subject to TSXV approval and will accrue interest at the rate of 8% per annum. The Advance shall be secured by a pledge of certain of the shares of BLC's wholly owned subsidiary, Broadband Communications Inc. The Advance will be repayable in full on the earlier of the date which is 6 months following the date of the Advance and the date which is ten (10) days following the termination of the amalgamation agreement.

Currently BLC is controlled by Edwin and Madeleine Giles, residents of the State of Utah, United States of America, who own approximately 21 million of BLC's 43 million outstanding shares, representing approximately 49% of BLC.

John Yarnell, a director and shareholder of YTW was, until June 29, 2005 also a director of BLC. Mr. Yarnell owns approximately 1.6% of the outstanding shares of BLC.

Management and Board of Directors

Management of the issuer upon completion of the transaction will include:

Edwin Giles - Chief Executive Officer

Mr. Giles is the original founder and President of BLC's Broadband Communications Inc. subsidiary. Mr. Giles has more than 20 years experience in operations management and sales of satellite and wireless technologies. He has extensive experience with solutions for Business Television, LAN/WAN and educational markets. His background includes senior sales positions with Boeing's DigitalXpress; and he was responsible for the largest divisional sales levels at Williams Global Access. As head of Network Operations for the satellite networking company Broadcast International he developed new product technologies for digital advertisement insertion that led to the acquisition of the company by Muzak Inc.

Eric Meger - President

Mr. Meger, founder of BLC's predecessor company, is a seasoned General Manager with 24 years of broad-based high technology experience. He has a record of establishing growth businesses. As COO of OnSat.net Canada Mr. Meger established new business models and strategies for OnSat.net Canada. At Wavetek Wandel & Goltermann, he spearheaded a dramatic increase in revenues and profits throughout North and South America for the wireless division. At Glenayre Technologies (NASDAQ: GEMS) he founded and managed the satellite systems business unit and achieved the leading market share position in Satellite communications to the paging industry. Mr. Meger has strong international experience with successful sales and marketing activities in Latin America, Asia, and Europe. Originally a radar systems software engineer with a degree in Physics, Mr. Meger shifted his focus to marketing after obtaining his MBA from the Harvard Business School. He also holds a patent on a satellite receiver technology.

David Molinaro - Executive Vice President

Mr. Molinaro has significant executive level experience in turnarounds, sales management and managing rapid growth within the telecom industry. He is well known and respected in the broadcast and telecommunications industry having over 20 years of business experience. He holds degrees in Electronic Engineering and Accounting and has been the feature speaker at various satellite and telecommunications conferences. His experience includes both domestic and international negotiations for diversified companies from start-ups to publicly held corporations. He was the CEO of the publicly traded OnSat Network Communications and President of the privately held OnSat USA. At Wegener Communications (NASDAQ: WGNR), his sales efforts resulted in turning 4 years of consecutive losses into profitability in less than a year and doubling revenues in less than three years. His additional work experience includes IDB Systems-Worldcom (OTC: WCOEQ.PK), Crown Satellite/Adaptive Broadband (Formerly NASDAQ: ADAP) and Orion Ventures.

Michael Ben - Chief Financial Officer

Mr. Ben has 23 years experience in public accounting, multinational financial control, turnarounds and operations management. Mr. Ben has been active with BLC since 2004 and has taken an active role in BLC's preparation to have its shares listed on a recognized exchange. Previously he was employed at ARISE Technologies Corporation from 1999 to 2004 as CFO, Vice President and General Manager. During his tenure at ARISE, the company completed both an Initial Public Offering and a qualifying transaction with a Capital Pool Company on the TSX Venture Exchange. In 1997 he joined the automotive firm Custom Trim Ltd. as Controller. From 1995-1997, Mr. Ben was CFO of the Manufacturing Division of Howden Fan Limited. At Electrohome Limited of Kitchener, he had increasing levels of responsibility over eight years under changing corporate ownership, first with Hawker Siddeley (as Fasco Motors Limited) and then with BTR (now Invensys). He did auditing work at Price Waterhouse (now PricewaterhouseCoopers) and Clarkson Gordon (now Ernst & Young). Mr. Ben is a Chartered Accountant and has a B. Comm. degree from the University of Toronto.

Following completion of the transaction, the Board of Directors will consist of 5 directors as follows:

Edwin Giles

See profile above.

John Yarnell
Chairman, YTW Growth Capital

Mr. Yarnell is the President of Yarnell Companies Inc., an investment and management services company formed in 1978 to invest and manage venture capital initiatives, and is the Chairman of YTW Growth Capital Management Corporation. Mr. Yarnell is the founder and retired Chairman of the Quorum Group of companies, which focuses on venture capital activities, and a former director and chairman of Poco Petroleums Ltd., a public oil and gas company, until 1999 when it was acquired by a large US oil and gas company, and of GUARD Inc., a public industrial products and technology company, during 1999 and 2000. Mr. Yarnell is currently a director of a number of private and public companies. He is a graduate of The University of Manitoba and Harvard Business School.

Andrus Wilson
President and Chief Executive Officer, YTW Growth Capital

Mr. Wilson is the President and CEO of YTW Growth Capital Management Corporation and of YTW Weslea Growth Capital Corporation. From 1998 to 2004 Mr. Wilson had a private practice providing corporate development, mergers and acquisitions and investment banking advisory services to mid-market clients, and from 1993 to 1998 was with Midland Walwyn Capital Inc., most recently as Senior Vice-President, Mergers and Acquisitions. He is also a director of Xentel DM Incorporated, an entertainment and sports event production and marketing company listed on the TSXV. Mr. Wilson holds an M.B.A. from the Richard Ivey School of business.

David Peterson
Chairman, Senior Partner, Cassels Brock & Blackwell LLP

Mr Peterson is the Chairman and a senior partner of the Toronto law firm, Cassels Brock & Blackwell LLP, the Corporation.s legal counsel. Mr. Peterson is a former Premier of Ontario and is a director of a number of public companies as well as being a director of several charitable, educational and environmental organizations. He holds a Bachelor of Administration Degree from the University of Western Ontario, earned his law degree from the University of Toronto and is a member of the Law Society of Upper Canada.

Chet Linton
Chief Executive Officer, TeachStream Inc., School Improvement Network Inc. & The Video Journal of Education

Since 1991, Mr. Linton has been responsible for vision, strategy, business development, and technology planning of The Video Journal of Education and TeachStream, Based in Salt Lake City, Utah. As founder of TeachStream, he developed the suite of web-based training products and was awarded two patents that define the online business and its follow-up and reporting provisions (including eProctoringTM technology). He has created cooperative alliances with major national associations in education such as the American Association of School Administrators, ERA, National Association of Secondary School Principals, National Association of Elementary School Principals, and National Staff Development Council. He has negotiated successful national and international distribution agreements. He has also had several articles published in national trade journals. Prior to joining the Video Journal, Chet served as a trainer and National Director of Marketing and Sales for Advanced Concepts, a leadership consulting and organization management firm specializing in education, healthcare, and banking industries.

Other Information About the Qualifying Transaction

Desjardins Securities Inc., subject to satisfactory due diligence, has agreed to act as sponsor in connection with the Business Combination. An agreement to act as sponsor should not be construed as any assurance with respect to the merits of the Business Combination or the likelihood of completion.

The completion of the Business Combination is subject to the acceptance of the TSXV and all other necessary regulatory approval. It is also subject to additional conditions precedent, including shareholder approval of BLC under applicable corporate law, satisfactory completion of due diligence reviews by the parties, board of directors. approval of YTW and BLC, and certain other conditions.

In the event that the Business Combination is completed, subject to TSXV approval and compliance with YTW's stock option plan, it is anticipated that options will be granted to certain of YTW's new directors and senior officers on closing of the Business Combination.

The Business Combination will be an arm's length transaction.

Other News

YTW also announces that William Thomson, a founder of the YTW Growth Capital group, and Michael Davies, an initial YTW Growth Capital Limited Partnership will resign as directors of YTW, effective on the closing date of the Business Combination to facilitate the appointment of BLC representatives to the board of the continuing company. Both Mr. Thomson and Mr. Davies will continue their association with YTW Growth Capital as, respectively, a shareholder and Vice Chairman of the general partner and as a partner in the limited partnership. YTW would like to thank them for their dedicated service to date.

For further information please contact Andy Wilson, President and CEO of YTW at (416) 350- 5002 or Ed Giles, CEO of BLC at (801) 281-2266 x 203.

As noted above, completion of the Business Combination is subject to a number of conditions, including, but not limited to, TSXV acceptance. The Business Combination cannot close until the required approvals have been obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

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

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this release.

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)