Dacha Capital Inc. and Groupe Distinction Inc. Announce the Execution of an Agreement in Principle Regarding a Merger

Dacha Capital Inc. ("Dacha") (TSX VENTURE: DAC) and Groupe Distinction Inc. ("Distinction") are pleased to announce a proposed transaction (the "Transaction") pursuant to which Dacha will merge with Distinction to create a new public company ("Amalco").

Dacha is a Quebec based public company involved in the venture capital business. Its common shares have been listed on the TSX Venture Exchange ("TSX-V") under the symbol "DAC" since October of 2002. Distinction is a privately held Quebec company incorporated pursuant to the Companies Act (Quebec), that provides janitorial services for public buildings, mechanical building maintenance services and intervention services in disaster restoration through a Canadian franchisee network.

The Transaction

Dacha, Distinction and the shareholders of Distinction signed an agreement in principle on May 24, 2007 (the "Agreement in Principle"). The Transaction is an arm's length transaction; Distinction and its directors and officers and Dacha and its directors and officers are not related parties pursuant to applicable securities laws and the TSX-V policies.

Pursuant to the Agreement in Principle, the Transaction may be carried out by way of merger, arrangement or any other other such legal form which will maximize the benefits for the parties and their shareholders. At this time, the parties expect that the Transaction will be realized by way of an amalgamation between a new subsidiary of Dacha and Distinction. The current shareholders of Dacha would own approximately 18% of Amalco's shares. Prior to the closing of the Transaction, Disctinction intends to dispose of one subsidiary, Steamatic Metropolitain. This disposition will have no impact on the value of the Transaction.

The following conditions shall be satisfied prior to or upon the completion of the Transaction:

(i) satisfactory due diligence review by each party;

(ii) receipt of all requisite regulatory approvals from the TSX-V and the securities regulatory authorities with respect to the Transaction;

(iii) approval of the Transaction by the shareholders of Dacha at the annual and special meeting of the shareholders;

(iv) receipt of all necessary consents and approvals;

(v) execution of a definitive agreement between the parties including usual representations and warranties from each party; and

(vi) confirmation from each party that no adverse material change in the business, affairs, financial conditions or operations of the parties has occurred between the date of execution of the Agreement in Principle and the date of the closing of the Transaction (the "Closing Date").

Following the completion of the Transaction, it is anticipated that an aggregate of approximately 25,000,000 shares of Amalco will be issued and outstanding. It is expected that the current shareholders of Distinction will then own approximately 82% of all the issued and outstanding shares of Amalco .

The Transaction and the percentages of shares to be held by the shareholders of Dacha and Distinction were determined on the following basis:

- as of the Closing Date, Dacha will transfer net assets of $9,500,000 to Amalco (Dacha had a net asset value of $14,034,725 as of December 31, 2006); and

- as determined between the parties in the Agreement in Principle, Distinction is valuated at $45,000,000.

The parties intend to apply for the listing of the shares of Amalco on the Toronto Stock Exchange ("TSX") following the closing of the Transaction, which is scheduled for September 2007.

Following the completion of the Transaction, the parties expect that the current shareholders of Dacha will:

- own approximately 18% of all the issued and outstanding shares of Amalco;

- receive approximately an aggregate of 1,500,000 common share purchase warrants to purchase additional shares of Amalco, exercisable for a period of two years, at a price later to be determined;

- remain shareholders of Dacha, which will own the assets of Dacha that will not have been transferred to Amalco pursuant to the Transaction (the value of such assets being estimated by the parties at approximately $5,000,000).

Dacha expects to remain a listed issuer on the TSX-V following the completion of the Transaction, subject to the fulfillment of all TSX-V and applicable securities laws requirements.

Canaccord Capital Corporation has been retained to act as sponsor pursuant to the Transaction.

As of May 24, 2007, there were 4,457,850 common shares of Dacha issued and outstanding.

As of its financial year end on November 30, 2006, Distinction had $86,741,000 in revenues. As stated in its audited consolidated financial statements, Distinction had, as at November 30, 2006, positive shareholders equity of $15,954,000, working capital of $2,823,000, assets totaling $32,996,000 and long term liabilities totaling $2,575,000.

As of its first quarter ended on February 28, 2007, Distinction had $24,044,000 in revenues. As stated in its unaudited consolidated financial statements, Distinction had, as at February 28, 2007, positive shareholders equity of $16,738,000, working capital of $3,228,000, assets totaling $33,043,000 and long term liabilities totaling $2,485,525. Distinction is a profitable company.