RACE CAPITAL CORP. (TSX VENTURE:RCE.P) ("Race Capital") a capital pool company,
is pleased to announce that it has entered into an agreement dated March 16,
2012 (the "Agreement") with Naturally Splendid Enterprises Ltd. (the "Naturally
Splendid") whereby Race Capital has agreed to acquire all of the issued and
outstanding shares of Naturally Splendid (the "Transaction"). Race Capital is a
capital pool company ("CPC") and intends the Transaction to constitute a
Qualifying Transaction under the TSX Venture Exchange (the "Exchange") Policy
2.4 - Capital Pool Companies.
About Naturally Splendid
Naturally Splendid is a company incorporated under the laws of British Columbia
on January 10, 2008. Naturally Splendid is engaged in the natural food industry
to provide food supplements that are packaged for distribution through grocery
stores, health and nutrition stores and other outlets where customers typically
look to purchase health related productions. To date, Naturally Splendid's main
products have been hemp based food items that are both conventional and organic
including whole grains, protein powders and oils.
The following sets forth the selected audited financial information of Naturally
Splendid for the fiscal years ended December 31, 2010 and 2009 and unaudited
financial information of Naturally Splendid for the fiscal year ended December
31, 2011:
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As at December 31, As at December 31, As at December 31,
2011 2010 2009
(unaudited) (audited) (audited)
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Total Assets $ 106,729 $ 92,980 $ 107,063
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Total Liabilities 465,536 368,051 272,331
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Sales 111,253 81,637 67,850
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Net Loss 177,736 190,403 241,702
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Terms and Conditions of Proposed Qualifying Transaction
Under the terms of the Agreement, Race Capital will issue a total of 11,600,000
common shares of Race Capital (the "Race Capital Shares") to the shareholders of
Naturally Splendid. Each shareholder of Naturally Splendid will receive
approximately 0.785 Race Capital Shares in exchange for each common share of
Naturally Splendid. The parties anticipate that the Transaction, if completed,
will be structured as a three-cornered amalgamation whereby Naturally Splendid
will amalgamate with a newly incorporated wholly owned subsidiary of Race
Capital (the "Amalgamation").
As a condition of the Transaction, Race Capital will be required to complete a
proposed private placement offering of a minimum of 8,750,000 common shares and
up to a maximum of 10,000,000 common shares of Race Capital at a price of $0.20
per share for minimum gross proceeds of $1,750,000 and up to a maximum of
$2,000,000 (the "Financing"). The proceeds of the Financing will be used to fund
the proposed business plan of Naturally Splendid. Subject to Exchange approval,
finder's fees may be payable in connection with the Financing.
After completing the Transaction, Race Capital plans to change its name to
"Naturally Splendid Enterprises Ltd." and the common shares of Race Capital will
be listed on the Exchange under a new trading symbol. Following the Final
Exchange Bulletin, the existing directors of Race Capital will transfer within
escrow 1,800,000 Race Capital shares to the directors and officers of Naturally
Splendid (the "Escrow Transfers").
Race Capital has also agreed to grant a total of 2,050,000 stock options at a
price of $0.20 per share to the directors and officers of the resulting issuer
in the event that the Transaction and private placement are completed.
The Transaction is subject to the conditions set out in the Agreement, including
the following: (i) approval of the Transaction by the Exchange; (ii) Naturally
Splendid shareholder approval of the Amalgamation; (iii) completion of the
Financing; and (iv) Exchange approval of the Escrow Transfers.
The Transaction does not constitute a "Non-Arm's Length Qualifying Transaction"
as defined in Exchange Policy 2.4 and consequently Race Capital is not required
to obtain shareholder approval for the Transaction.
Directors, Officers and Insiders of Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of
directors of Race Capital will comprise of seven individuals. As of the date of
this news release, the following persons are anticipated to be the directors,
officers and insiders of Race Capital following completion of the Transaction:
Craig Goodwin, Chief Executive Officer, President, Director and Holder of more
than 10% of Resulting Issuer's Shares
Mr. Goodwin has over 30 years of sales and marketing experience including Senior
Account Executive for one of the largest outdoor advertising companies in the
world, The Jim Pattison Sign Group. While with The Jim Pattison Sign Group, Mr.
Goodwin was one of the most successful sales executives in Western Canada and
received numerous awards for outstanding achievements.
Mr. Goodwin held the position of Western Regional Manager for a grass roots
Division of the Jim Pattison Group, Kimberlite, focusing on electronic outdoor
advertising. The groundwork and forward thinking vision established in part by
Mr. Goodwin can now be seen in the way of large electronic advertising boards at
major thoroughfares around Greater Vancouver.
In addition to sales and marketing Mr. Goodwin has consulted for a number of
public companies providing services from Investor Relations to raising Venture
Capital.
Barry Dashner, Vice President of Business Development and Director
Mr. Dashner has served as a business advisor to Naturally Splendid from
September 2008 and recently as the VP of Business Development from August 2011.
Mr. Dashner earned a Control Technology degree from the B.C. Institute of
Technology in 1973. After working for various international Control Systems
companies including Kockums Industries he co-founded Dynamic Control Systems in
1976. In addition to product development, Mr. Dashner focused on business and
market development primarily to the forest products industry in North America
and Europe throughout the '80's. In 1989 Mr. Dashner and senior management
restructured the company toward specialized 3D measurement systems for original
equipment manufacturers (OEM's) supporting various industries.
In 1999 Dynamic Control Systems led the merger of four other companies to become
LMI Technologies Inc., a world leader in 3D vision systems to the wood, road
inspection, metals, rubber & tire, electronics and various other industries.
Barry as a Director and a senior partner continued to lead the largest division
(wood) increasing market penetration into North America and Europe with over
60,000+ industrial sensor installations worldwide. Over his career Mr. Dashner
has been the author / co-author and presenter of 30+ articles on 3D sensors
technology and their applications.
LMI Technologies Inc as a foremost provider of 3D vision sensor technology for
OEMs and systems integrators globally was successfully sold in 2011 to a leading
public company in the vision industry for $30M USD plus a two year earn out
expecting to exceed $10M USD.
Chuck Jenkins, Chief Financial Officer, Secretary and Director
Mr. Jenkins has served as Race Capital's CEO, CFO, Secretary and a director
since January 25, 2011. Mr. Jenkins has broad experience in accounting, banking
and corporate finance. Currently, Mr. Jenkins is the CFO of Evolving Gold Corp.
(TSX-EVG), a company engaged in the exploration and development of a number of
mineral properties throughout the United States. Mr. Jenkins has also served as
a director and officer of other public companies including, White Mountain
Titanium Corp., Rock Tech Lithium Corp., Aurcana Corporation, Oremex Resources
Inc. and ISX Resources.
Russel Crawford, Director
Russ Crawford has over 40 years of experience in commodity marketing, risk
management, operations and technology solutions serving the Western Canadian
agricultural marketplace. His company, Agrinomics I.T. Consulting Ltd., has been
in operation since 1999 providing a comprehensive and unique blend of private
sector, independent market advisory services. Mr. Crawford's personal consulting
expertise includes project management, risk management, feasibility and business
case reports and comprehensive experience in electronic trading and clearing
technology. Mr. Crawford has extensive experience as a public speaker to a wide
variety of audiences across Canada on many commodity topics and has written
extensively for newsletters and commodity marketing publications and is well
known in the agricultural sector.
In October of 2008 Mr. Crawford was elected to the Board of Directors for the
Canadian Hemp Trade Alliance serving on various committees over a three year
term. The CHTA is Canada's national hemp association made up of producers,
processors, researchers and retail product marketers. It is the primary lobbying
entity for the industry and has been growing in pace with its members. In 2011
Russ co-authored the CHTA's Long Term International Strategy (LTIS) report that
built on the CHTA's National Industrial Hemp Strategy by targeting projects
suitable for the national organization benefiting all members. In 2012 he was
elected to the CHTA for another 3 year term as Vice President where his duties
have expanded to more of a leadership role within the industry including
execution of the LTIS.
Mr. Crawford has been an advisor to Naturally Splendid since 2008.
Peter Hughes, Director
Mr. Hughes has been a director of Race Capital since December 21, 2010. Mr.
Hughes has over 25 years business experience in a variety of industries. Mr.
Hughes earned a B.Sc. from the University of British Columbia in 1983 and
completed the Canadian Securities Course in 1985. Mr. Hughes currently serves as
CEO and a director of Otterburn Ventures Inc., a company engaged in the
exploration and development of mineral projects, CEO and a director of Bastion
Resources Ltd., a company engaged in the exploration of a mineral project in
British Columbia, CEO of Molystar Resources Inc., a reporting issuer in British
Columbia and Alberta that is engaged in the exploration and development of
mineral properties. Mr. Hughes also serves as a director of Kelso Technologies
Inc., a company that designs products aimed at reducing environmental harm
caused by non-accidental events in the transportation of hazardous materials.
Peter Howes, Director
Mr. Howes graduated from UBC with a Commerce Degree in Finance in 1962 and
earned his Chartered Accountant designation at Peat Marwick Mitchell in
Vancouver, BC.
Currently, Mr. Howes is a financial architect associated with custom financial
planning and has served in an Associate role for Pacific Opportunity Capital
Inc., a Vancouver based company specializing in; raising venture capital;
mergers & acquisitions; restructuring; and developing exit strategies.
Mr. Howes was Vice President of the Jim Pattison Sign Company - Neon Products
Ltd. where he worked for 16 years. In a reference letter from Jim Pattison, Mr.
Pattison is quoted, "Peter has proven himself to be very professional and a good
motivator. We have found him to be extremely trustworthy and of the highest
integrity".
Frank Siemens, Director
Mr. Siemens has been an Advisor to Naturally Splendid since 2008. He has over 33
years of experience in the transportation industry and is currently an owner,
director and manager of operations for the Landmark Group of Companies.
Mr. Siemens is responsible for the management of the daily operations of a
number of related transportation companies that include a workforce of more than
eighty employees with cumulative revenues in excess of $9,000,000. He has a vast
knowledge in transporting cargo in all forms; locally; regionally; nationally;
and internationally. His expertise includes logistical coordination via
multi-carrier interlining of general cargo.
Frank sits on the board as the Executive Secretary for "The Vancouver
Transportation Club".
Bryan Carson, Insider (Holder of more than 10% of Resulting Issuer's Shares)
On closing of the Transaction, it is anticipated that Bryan Carson will hold
more than 10% of the resulting issuer's common shares. Since 2008, Mr. Carson
has overseen the operations of Naturally Splendid including establishing supply
channels, packaging and product development. Prior to Mr. Carson's involvement
in Naturally Splendid, Mr. Carson created, operated and sold a successful retail
in Vancouver, B.C. His hands-on retail expertise from the conceptual planning
stages through construction and launch are of great value in developing our
relationship with major food distribution channels.
Sponsorship
Race Capital will, if required by the Exchange, engage a sponsor in connection
with the Qualifying Transaction. If an agreement to act as sponsor is entered
into, it should not be construed as any assurance with respect to the merits of
the transaction or the likelihood of completion.
About Race Capital
Race Capital was incorporated on December 21, 2010 and completed its initial
public offering on August 10, 2011. Since the listing of its common shares on
the Exchange, on August 15, 2011, Race Capital's business has been restricted to
the identification and evaluation of businesses for the purpose of completing
its Qualifying Transaction. Upon completing the Transaction, Race Capital
expects to be listed as a Tier 2 Industrial Issuer on the Exchange.
Information set forth in this news release contains forward-looking statements.
These statements reflect management's current estimates, beliefs, intentions and
expectations; they are not guarantees of future performance. Race Capital
cautions that all forward looking statements are inherently uncertain and that
actual performance may be affected by a number of material factors, many of
which are beyond Race Capital's control. Such factors include, among other
things: risks and uncertainties relating to Race Capital's ability to complete
the proposed Qualifying Transaction; and other risks and uncertainties,
including those described in Race Capital's Prospectus dated May 11, 2011 filed
with the Canadian Securities Administrators and available on www.sedar.com.
Accordingly, actual and future events, conditions and results may differ
materially form the estimates, beliefs, intentions and expectations expressed or
implied in the forward looking information. Except as required under applicable
securities legislation, Race Capital undertakes no obligation to publicly update
or revise forward-looking information.
Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority shareholder approval. Where applicable,
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 or filing statement 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
a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.
A halt in trading shall remain in place until after the Qualifying Transaction
is completed or such time that acceptable documentation is filed with the TSX
Venture Exchange.
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