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Race Capital Corp. Announces Proposed Qualifying Transaction


Published on 2012-03-19 13:36:05 - Market Wire
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March 19, 2012 16:27 ET

Race Capital Corp. Announces Proposed Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 19, 2012) -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:

As at December 31, 2011
(unaudited)
As at December 31, 2010
(audited)
As at December 31, 2009
(audited)
Total Assets$ 106,729$ 92,980$ 107,063
Total Liabilities465,536368,051272,331
Sales111,25381,63767,850
Net Loss177,736190,403241,702

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.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.



Contributing Sources